Mrs. Westerly (Isobel Elsom), a once-wealthy dowager, is determined to marry her son Jimmy Westerly (Douglas Drake) to Priscilla Conklin (Phyllis Kennedy), the daughter of wealthy Texas cattleman Conklin (Dick Elliott). She hires a pair of out-of-work actors, Pam Crawford (Jinx Falkenburg) and Boris Rascalnikoff (Harry Gordon) to pose as Russian aristocrats in order to impress the blow-hard Texan.