When Chicago musicians Joe (Tony Curtis) and Jerry (Jack Lemmon) accidentally witness a gangland shooting, they quickly board a south bound train to Florida, disguised as Josephine and Daphne, the two newestand homeliest members of an all-girl jazz band. Their cover is perfect... until a love lorn singer (Marilyn Monroe) falls for Josephine, an ancient playboy (Joe E. Brown) falls for Daphne, and a mob boss (George Raft) refuses to fall for their hoax!