Gangster Deak Foster and his three henchmen, Brains Moran, Ears-to-the-Ground Hinkle and Photofinish Farris, take over what they think is a night club run by a rival, Stud Rocco, only to discover it is a nursery run by Irene Perry. All fall under the benign influence to the point where the three henchmen go to night school to be educated and Deak falls in love with Julie.
| Actor | Role |
|---|---|
 Victor JoryDeak Foster | Deak Foster |
 Rochelle HudsonIrene Perry | Irene Perry |
 Maxie RosenbloomBrains Moran | Brains Moran |
 Horace McMahonEars-to-the-Ground Hinkle | Ears-to-the-Ground Hinkle |
 George McKayPhotofinish Farris | Photofinish Farris |
 Ralf Harolde'Stud' Rocco | 'Stud' Rocco |
 Danny MummertHerkemer | Herkemer |
| BBonnie Irma DaneBonnie | Bonnie |
 Arthur LoftBarney | Barney |
 Byron FoulgerTeacher (uncredited) | Teacher (uncredited) |