Joe (Gene Kelly) and Clarence (Frank Sinatra) are two young Navy sailors on leave in glitzy Los Angeles. The two men at first plan to use their layover as an opportunity to relax, but they soon find themselves in a complicated web of comic secrets. When the two buddies find a runaway boy and return him to his fame-hungry Aunt Susan (Kathryn Grayson), both men find themselves falling for the wannabe singer, setting off a series of misadventures that unfold in comedy and song.