Theater owner and womanizer Martin Cortland (Robert Benchley) enlists the aid of his manager Robert Curtis (Fred Astaire) to woo dancer Sheila Winthrop (Rita Hayworth) but is caught by his long-suffering wife Julia (Frieda Inescort), who hints that he's gone too far this time and his increasingly unbelievable excuses might soon be judged by "twelve strange men." Robert and Sheila are attracted to one another but Robert is caught in Martin's continual attempts to deceive his wife (and keep his marriage, and thus his fortune, intact) and Sheila doubts Robert's sincerity.