Joe Palooka and Strangler Chokeovitch have set up training camps on adjacent beachfront sites. When Joe knocks out the Strangler after a misunderstanding, Chokeovitch's manager challenges the champ to a professional wrestling bout, with the winner taking all the gate receipts.
| Actor | Role |
|---|---|
| RRobert NortonJoe Palooka | Joe Palooka |
| BBeverly PhalonAnn Howe | Ann Howe |
 Shemp HowardKnobby Walsh | Knobby Walsh |
 John BerkesJohnny | Johnny |
| LLee WeberPunchy | Punchy |