Boisterous dreamer Ruby and timid but smart Holly Tanner are best friends, ordinary nice country girls who dream of fame and riches. When the boss rewards Ruby's fashion-ambitious initiative with the sack, they quit their small town dead-end seamstress jobs heading for Chicago, where they audition as bunny girls, which proves harder, more demanding and less glamorous then they imagined. 'Bunny mom' Miranda Mantell, who runs a tight ship based on demerits for the sack and premiums for merits, puts them -and over a dozen other recruits- trough elaborate training. Extravert Ruby takes to serving and pleasing like a duck to water, yet collects demerits, shy Holly bumbles and blushes, but smooth, charming young barman Corky kindly sees her trough a rough start while 'room director' Ben deals with the kind of men who get so fresh their dads would have given them a 'whooping' back home, and in time she becomes good enough at the job to 'graduate' to the black suit. Holly worries now jealous ...