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One day, in 1920s New York, unlucky racetrack gambler Honey Talk Nelson is hauled in to see gangster Jumbo Schneider, to whom he owes $3,450. Jumbo suggests that Honey clear his debt, and save his life, by going to Tarrytown, Maryland, and preventing My Sheba, the favorite in an upcoming $50,000 steeplechase race, against whom Jumbo is betting, from racing. To that end, Jumbo orders Honey to romance Phyllis Leigh, My Sheba's owner, and use "horse doctor" Virgil Yokum, Honey's cousin, to convince Phyllis to take My Sheba out of the race. The unsuspecting Virgil, who is an accident-prone veterinary intern, happily accepts his cousin's invitation to vacation in Maryland until Honey admits at the train station that he has no money for the tickets. Virgil is about to go home when Honey spots Seldom Seen Kid, Jumbo's thug, and panics. Honey exchanges Virgil's suitcases for a suitcase he finds among a rich Poojah's belongings and allows one of the Poojah's men to chase him into the bathroom. There, he steals the man's clothes, then forces Virgil to don a veiled outfit from the suitcase, which belongs to one of the Poojah's many wives. Later, on the train, Virgil, still dressed as a woman, dances for the amorous Poojah, who chases him around the compartment. Desperate, Virgil jumps out a window while hanging onto a curtain and is spotted by Honey, who is busy charming the Poojah's wives. Honey pulls Virgil inside just as the Poojah's man arrives with a policeman to arrest them. Honey and Virgil dive out the window and land in a field, then are picked up by motorist Bertie Searles, My Sheba's English jockey. The alcoholic Bertie allows Honey to drive his car to Tarrytown and passes out with drink before they arrive. As Virgil is carrying Bertie into his hotel, Phyllis notices them and introduces herself to Honey. After telling Phyllis that he is Bertie's agent, Honey convinces Virgil to impersonate Bertie, whom Phyllis has never met. That night at a ball honoring the Poojah, Virgil does his best to sound English, while Honey romances Phyllis, who is also being wooed by Marshall Preston, the suave jockey riding Jumbo's pick in the race. Tiring of his impersonation, the animal-loving Virgil goes upstairs to reclaim his suitcases, in which he had packed his ant farm. As soon as he reunites with his ants, Bertie arrives at the ball, drunk, and in the ensuing confusion, Virgil breaks the ant farm. Honey manages to quiet Bertie before he can expose Virgil, but afterward, the party guests are besieged by Virgil's ants. The next morning, Virgil sees a lost dog in the street and rushes to save it. Virgil takes the injured dog to the local veterinarian and is astounded to discover the doctor is a young woman named Autumn Claypool. Immediately smitten, Virgil asks Autumn, a fellow vegetarian, to dinner, then tells Honey and Phyllis that he sprained his wrist and cannot train on My Sheba that day. Later, in their hotel room, Virgil admits he is faking, and upset, Honey tells him the truth about Jumbo. Infuriated by Honey's confession,Virgil threatens to tell Phyllis everything, just as Seldom Seen, who has followed the boys, arrives and overhears their argument. Determined to keep Honey on track, Seldom Seen knocks Virgil out and gives Honey a warning. That night, Autumn shows Virgil the site where she hopes to build a new clinic and reveals that she made a large bet on My Sheba. After Autumn hints that she would like Virgil to become her partner, Virgil kisses her and determines to do what he can to help My Sheba win. Honey, meanwhile, is wooing Phyllis when she confides that she is in debt and desperately needs to win the race. Realizing that he is in love, Honey tells Virgil that he, too, wants My Sheba to win, and to prepare for the next day's race, the two drag the sleeping Bertie to Phyllis' barn. My Sheba, however, rejects Bertie, rearing every time he comes near. Phyllis and the visiting Preston hear the commotion in the barn and confront Honey and Virgil. After Honey admits all, Phyllis storms off, and Seldom Seen, with whom Preston is conspiring, again threatens the boys. Seldom Seen then reports to Jumbo, who decides to fly down immediately with his thugs. Meanwhile, Bertie, hoping to bond with My Sheba, gets the horse drunk, and the next morning, Honey and Virgil find them both badly hung-over. While Virgil and Autumn concoct hangover medication for My Sheba, Honey tries to restore Bertie at the hotel. After Honey steps out to retrieve some coffee for the jockey, Jumbo and his men burst in and kidnap Bertie. Seldom Seen then nabs Virgil, who is locked in the same hotel room as Bertie. Having witnessed Virgil's abduction, Honey sneaks in and frees them, and all three dash to the racetrack. There, they are attacked and chased by Jumbo and his thugs, who are determined to keep My Sheba from racing. In the commotion, however, Virgil ends up on My Sheba, who bolts onto the track just as the race begins. During the race, Preston knocks Virgil off My Sheba and reveals he is conspiring with Jumbo. Egged on by Autumn, Virgil remounts and catches up to Preston. When Preston again tries to knock Virgil off, both men tumble to the ground, and Preston unwittingly remounts My Sheba. Virgil then jumps on the horse's back, and My Sheba wins the race with two jockeys. Later, after the judges determine that My Sheba's victory was legitimate, Preston and Jumbo are arrested and a forgiving Phyllis embraces Honey. Phyllis and Honey, and Virgil and Autumn contemplate marriage, and Virgil announces that My Sheba is expecting a foal in the spring.