Steve Raleight wants to produce a show on Broadway. He finds a backer, Herman Whipple and a leading lady, Sally Lee. But Caroline Whipple forces Steve to use a known star, not a newcomer. Sally purchases a horse, she used to train when her parents had a farm before the depression and with to ex-vaudevillians, Sonny Ledford and Peter Trott she trains it to win a race, providing the money Steve needs for his show.

When Sir John Falstaff decides that he wants to have a little fun he writes two letters to a pair of Window wives: Mistress Ford and Mistress Page. When they put their heads together and compare missives, they plan a practical joke or two to teach the knight a lesson. But Mistress Ford's husband is a very jealous man and is pumping Falstaff for information of the affair. Meanwhile the Pages' daughter Anne is besieged by suitors.