The temperamental Carol Maldon leaves New York behind to take control of her father's stable, she inherited. Rick Grayton is a horse racing trainer who lucked into training a champ, the horse 'Gay Fleet'. Only nobody knows 'Gay Fleet' is any good yet. Rick has been intentionally losing so that he can buy the horse with a low-ball offer to the owner Carol. However Mercedes Bellway, a rival barn and in love with Rick, figures out his plan and tells Carol.

• Metro-Goldwyn-Mayer
• Howard Keel
• Polly Bergen
• Marjorie Main
• Nina Foch
• Robert Burton
• Carol Nugent
• Joaquin Garay
• Horace McMahon