Well-known Broadway bookie Robert "Numbers" Foster receives a tip that he and his men, among them, hypochondriac Harry "Poorly" Sammis, are about to be subpoenaed by the State Crime Investigation Committee. Numbers arranges for his girl friend, singer Yvonne Dugan, to be coached in helpful testimony by dancer Curtaintime Charlie, then heads for Florida with his mugs. Yvonne appears before the committee and testifies that Numbers is a gambler, not a bookie, and the investigation is closed. Numbers then sends the rest of the men back to New York via plane while he and Poorly drive in order "to keep the heat off." During the drive, Numbers sleeps while Poorly gets lost, and they end up at a rural Georgia farm. There, hillbilly Emly Ann Stackerlee is conducting a funeral for her grandpap, and the usually edgy Numbers is soothed by Emly Ann's lovely singing. Emly Ann is delighted by her guests, although her moonshiner fiancé, Crockett Pace, fears that they are "revenuers," and shoots at Emly Ann's shack while she serves them dinner. With Emly Ann and her bloodhounds, Nip and Tuck, in tow, Numbers and Poorly beat a hasty retreat. Worried about Emly Ann's safety, Numbers decides to take her to New York, where she can receive a good education and find a husband "with shoes." Numbers drops the enthralled Emly Ann off at the apartment of Poorly's sister Tessie, then goes to his headquarters, a nightclub run by Dave the Dude. There, Numbers is greeted by Yvonne and his chums, but their reunion is interrupted by the arrival of Inspector McNamara, Numbers' childhood friend, who is now in charge of a new crime committee. McNamara, who believes that at heart, Numbers is a good guy, warns his friend that he will be looking for new witnesses. Worried, Numbers orders his men to be extremely careful with their new set-up. Soon after, Tessie brings a transformed Emly Ann to the club, and Numbers is flabbergasted that the pig-tailed hillbilly he thought was a "kid" is actually a beautiful woman. Jealous, Yvonne points out that McNamara would love to learn that Numbers has transported a twenty-year-old minor across state lines. Determined to install her in a "legit" job, Numbers arranges for Emly Ann to rehearse with Curtaintime Charlie, with the intent of getting her a job performing at the nightclub. Emly Ann works hard at her rehearsals, while Numbers struggles with his growing attraction to her. Deducing that Numbers is in love, Poorly advises him to marry Yvonne, who he assumes is the object of Numbers' affection. When Numbers confesses that he does not love Yvonne, Poorly reminds him that her perjured testimony is the only reason that they were not jailed. Yvonne, who is still jealous of Emly Ann, warns Numbers that she will be very unhappy if Emly Ann gets a job at Dave's nightclub, where she is the headliner, and Numbers informs Emly Ann that there will be no audition. Emly Ann's brave acceptance of his dictate prompts Numbers to concoct another scheme, and he holds the audition as planned, although instead of Dave, he invites numerous Hollywood and Broadway casting directors. Emly Ann is a sensation and receives many offers, although she is upset when Numbers advises her to go to Hollywood, far away from him. Emly Ann reveals that she has fallen in love with Numbers, and was going to ask him to marry her if she had not learned from Tessie that he and Yvonne were "bespoken." Numbers assures Emly Ann that he returns her feelings, and when Yvonne learns of the situation, she goes to McNamara to offer revised testimony about Numbers' business dealings. Although Emly Ann wants Numbers to go straight and testify about the big syndicate for which he works, Numbers refuses, as he would have to pay his substantial back taxes. Numbers and Poorly depart in a hurry, leaving Emly Ann with Nip and Tuck, who have grown fond of Poorly, to lament their absence. McNamara visits Emly Ann and promises that that if Numbers testifies before Yvonne does, he will have to serve only one year in prison. Determined to find her beloved, whom she believes is in serious danger, Emly Ann uses the bloodhounds to track Poorly, and locates him and Numbers on a pier waiting for a boat to Cuba. Numbers mistakenly assumes that Emly Ann has led the police to him, but even though she calms his misapprehensions, he refuses to testify. Emly Ann cries as Numbers and Poorly leave, and her tears are about to convince Numbers to return to the dock when their motorboat is hit by a tug. The bookies survive the accident, however, and testify before the committee, to which Numbers also pays his back taxes. A year later, after their release from prison, Numbers is a cashier at Dave's nightclub, and Poorly and the other mugs work as waiters. Emly Ann is now the star attraction, and she gleefully goes to the kitchen to kiss Numbers after performing.
