Joan Ames (Francis) is dying and decides to spend her last days having fun aboard a cruise ship. She meets cute Dan Hardesty (Powell) but keeps her illness a secret from him. Dan's got a big secret of his own: he's an escaped killer being returned to San Francisco for execution by Steve (Hymer), who begins his own flirtation with con woman Betty (MacMahon). Betty and fellow con man Skippy (McHugh) hope to help Dan escape but when he learns of Joan's condition, he refuses to abandon her.