Jailbird Nick Burton (Lee Tracy) has a secret - while the warden may run the prison, he runs the men. Big or small, Nick can outscheme, outtalk (and how!) and outfight 'em all. So when an unexpected bumper crop of millionaires end up in his prison purview, Nick gets to work pounding swine into silk. Nick's new subjects number five - two fools (Raymond Walburn, Thurston Hall), two crooks (Morgan Conway, Chester Clute), and one MD (Truman Bradley). Faster-talking Nick is soon juggling multiple schemes - play the two fools, stop the two crooks from fleecing his fellow felons and setting the doc on the path to parole. And this doesn't even include the planned prison break, unexpected romance and a lesson in prison grub (lobster is NOT on the menu!). Linda Hayes and Virginia Vale bring the swoon, while a true crew of characters (Shemp Howard, Paul Guilfoyle and Horace McMahon) share cells with the money men.