Gangster Deak Foster (Victory Jory) and his three henchmen, Brains Moran (Maxie Rosenbloom), Ears-to-the-Ground Hinkle (Horace MacMahon) and Photofinish Farris (George McKay), take over what they think is a night club run by a rival, Stud Rocco (Ralf Harold), only to discover it is a nursery run by Irene Perry (Rochelle Hudson). All fall under the benign influence to the point where the three henchmen go to night school to be educated and Deak falls in love with Julie.