Boisterous dreamer Ruby and timid but smart Holly Tanner are best friends, ordinary nice country girls who dream of fame and riches. When the boss rewards Ruby's fashion-ambitious initiative with the sack, they quit their small town dead-end seamstress jobs heading for Chicago, where they audition as bunny girls, which proves harder, more demanding and less glamorous then they imagined. 'Bunny mom' Miranda Mantell, who runs a tight ship based on demerits for the sack and premiums for merits, puts them -and over a dozen other recruits- trough elaborate training. Extravert Ruby takes to serving and pleasing like a duck to water, yet collects demerits, shy Holly bumbles and blushes, but smooth, charming young barman Corky kindly sees her trough a rough start while 'room director' Ben deals with the kind of men who get so fresh their dads would have given them a 'whooping' back home, and in time she becomes good enough at the job to 'graduate' to the black suit. Holly worries now jealous Ruby's flirtatious teasing is tempting faith while patient gentleman Corky wins Holly's heart.