 Freddie Frisby (Mickey Rooney) is informed by Bob Sears (William Demarest) that he can t marry Bob s daughter, Judy (Terry Moore), as he is only a fumbling failure as an orange picker, and Judy can do better. Freddie s prospects brighten up when he learns his uncle has left him his entire estate, but he learns that the estate consists entirely of a magician s paraphenalia. He decides to become a magician with Judy as his assistant, but while they are rehearsing, they are kidnapped by a band of payroll robbers.