Lady Alyce Marshmorton (Joan Fontaine) must marry soon, and the staff of Tottney Castle have laid bets on who she'll choose, with young Albert wagering on "Mr. X." After Alyce goes to London to meet her secret beau, bumping into dancer Jerry Halliday (Fred Astaire), instead, she is restricted to the castle to curb her scandalous behavior. Albert then summons Jerry to Alyce's aid in order to "protect his investment." Gracie Allen and George Burns play Astaire's managers to great effect with some very funny dance sequences to the Gershwin's music. Musical highlights include Allen's "Stiff Upper Lip" and Astaire's "Nice Work If You Can Get It" and "Foggy Day In London Town".