After witnessing a Mafia murder, slick saxophone player Joe (Tony Curtis) and his long-suffering friend Jerry (Jack Lemmon) come up with a quick plan to save their lives. Disguised as women, they join an all-female jazz band and board a train bound for sunny Florida. While Joe pretends to be a millionaire to win the heart of the band’s alluring singer, Sugar (Marilyn Monroe), Jerry finds himself the target of a real millionaire (Joe E. Brown) as the mobsters close in.