In the second Stooge adaptation of Pygmalion, the trio are repairmen who make a scene in the presence of two psychologists, Professors Quackenbush (Vernon Dent) and Sedletz (Ted Lorch). Quackenbush makes a bet with Sedletz that he can turn the boys into gentlemen through environment. Training is slow and painful for the professor, who pulls his hair out in disgust. The Stooges take the opportunity to flirt with the professor's daughter, Lulu (Barbara Slater), while learning table etiquette. Finally, the winner of the wager will be decided by the boys' behavior at a fancy society party.