A low budget (by musical standards) didn't deter choreographer Busby Berkeley from putting on a girlie show in back-lot Paris. Terry (Vallee) and Duke (Jenkins) own the failing Club Ballee and are quick to accept the mistaken invitation to take their dancers to the Paris International Dance Exposition. A shipboard romance ensues between singer Terry and ballet dancer Kay (Lane) but the troupe is eventually exposed as imposters before a decision is made to let them perform anyway.