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While on shore leave in San Francisco, lonely sailors "Bake" Baker and "Bilge" Smith dash to the Paradise Club, a cheap nightclub featuring ten-cent taxi dancers. Upon entering, playboy Bilge is approached by Connie Martin, a bespectacled, timid schoolteacher. After Bilge brushes Connie off, Bake discovers that Connie's sister Sherry, his former dance partner and girl friend, is performing at the club. While Bake and Sherry discuss their failed romance and Sherry's career plans, Connie is transformed by Sherry's chorus girl friends, who remove her glasses and dress her in one of Sherry's sexy gowns. On the dance floor, Bilge fails to recognize the re-vamped Connie and flirts with her as though a stranger. After Bilge and Connie leave the club together, Bake and Sherry inadvertently become contestants in the club's weekly dance competition and win. To prove to Sherry that he would make a good manager for her, Bake informs the club owner that Sherry deserves better than the Paradise. Although Sherry is fired on the spot, Bake reassures her that he can get her an audition with New York theatrical producer Jim Nolan the next day. At Sherry's apartment, Connie reveals her identity as the bespectacled music teacher to a surprised Bilge and impresses him with her cooking and her devotion to the sea. As soon as Connie mentions marriage, however, Bilge loses interest in her and accepts a ride with Iris Manning, Sherry's divorced, socialite friend. When Bake returns to his ship, he learns that the fleet is planning an immediate departure and will not be returning to San Francisco until the spring. During the sailors' absence, Connie and Sherry arrange with family friend, Captain Hickey, to restore their deceased father's boat so that Bilge will have a ship of his own to command. During his tour, Bake makes extra cash by offering dance lessons to his fellow sailors and performs a jazz dance number for visiting British dignitaries. In anticipation of Bilge's arrival in San Francisco, Connie prepares a loving feast, while Bake vows to re-ingratiate himself with Sherry. Bilge fails to show up for his dinner, however, and Sherry disappoints Bake by refusing to return his telephone calls. Undaunted, Bake locates Jim Nolan, who is in town conducting auditions for new performers. Unaware that Nolan is about to audition Sherry at that very moment, Bake accidentally sabotages her chances at a contract by slipping bicarbonate of soda in a water glass meant for Nolan's "new singer" just before Sherry is to sing. That night Sherry, Connie, Bilge and Bake converge at a party given by Iris. After Sherry, who has learned that Bake was responsible for her disastrous audition, tries to provoke a fight between Bake and his superior officer, Connie discovers Bilge embracing Iris. Although devastated, Connie decides to stay in San Francisco until she can raise enough money to pay back Captain Hickey for restoring her boat. To help, Bake arranges with Sherry to do a fund-raising show on board the boat and ends Bilge's relationship with Iris by staging a phony love scene between the socialite and himself, which Bilge witnesses. Just before the show is to start, however, Bake is confined to his ship because of his altercation with his superior officer. In spite of his orders, Bake jumps overboard and is pursued to Connie's boat by Bilge. After Bilge learns the truth about Connie's sacrifice, he refuses to arrest Bake until after the show. Buoyed by their success in a show-stopping duet, which is seen by an appreciative Nolan, Bake and Sherry overcome their differences and agree to marry. Although facing a term in the brig, Bake happily returns to his ship with a lovestruck Bilge.