Ma Galestrum (Connie Gilchrist) is a boardinghouse owner whose tenants are a group of aspiring boxers. When her young niece, Judy (Jean Rogers),comes to stay for a visit, college dropout Ken Burke (William Lundigan) and Swedish janitor Ole (Dan Dailey Jr.) immediately fall for her charms. Ken considers going back to college for Judy, but his fight promoter is less than thrilled with this idea. Meanwhile, Ole is determined to meet Ken in the ring to vie for Judy's heart.

• Metro-Goldwyn-Mayer
• William Lundigan
• Jean Rogers
• Dan Dailey
• Guy Kibbee
• J. Carrol Naish
• Connie Gilchrist
• Sam Levene
• Leo Gorcey