Larry and Shemp are hiding out in a stolen railroad car called "Schmow." Larry wants to marry his girlfriend Lenore (Patricia Wright), but she refuses to consent until Shemp marries her sister Roberta (Victoria Horne). Lenore wants to honor her family's tradition of the oldest daughter marrying first, and Shemp is very wealthy. The problem is that Shemp is rarely sober, and madly in love with an imaginary giant canary named Carrie.