A lawyer sends his reluctant fiancé to a psychoanalyst, and she falls in love with her doctor who can dance.
Drunk Stephen Arden (Ralph Bellamy) goes to see Dr. Tony Flagg (Fred Astaire), says he wants to marry Amanda and asks him to see her. Tony says that females are mindless and need spanking, and Amanda Cooper (Ginger Rogers) hears the record. She sits in his chair, and Tony explains psychoanalysis. Amanda says that she doesn't dream and doesn't want psychoanalysis. Amanda watches Tony practice golf and miss the ball. Tony dances and golfs better but sees that she is gone. Tony joins Amanda on a bike ride and learns she heard the record. She admits she is maladjusted, and he rides into a bush. Tony dances with Amanda and tells her what to eat so that she will dream. Amanda dreams she is in a garden with Tony, who sings "I Used to Be Colorblind" and dances with her in slow motion. Her Aunt Cora (Luella Gear) dreamed of a man too.
Steve takes Amanda to Tony, who has Steve leave. Amanda won't tell Tony her dream; but when he dismisses her, she makes up one that is dramatic. Tony tells Dr. Powers her case is complex. Tony gives Amanda an anesthetic to release her inhibitions and leaves her sleeping. Cora calls Stephen to get Amanda to her radio broadcast. Amanda acts silly and breaks glass with a policeman's club. Tony says that Stephen will pay for her damages; but she kicks the policeman. Judge Travers (Clarence Kolb) advises Amanda to give up the treatment and warns Tony about his experiments. Amanda tells Cora that she is in love with her doctor. Amanda makes Tony dance with her and sings "The Yam." Stephen tells Amanda he is jealous, and she says she is in love. Stephen announces Amanda is going to marry him; but Amanda dances with Tony and says she loves him. Tony tells Amanda that her dream about him may not be true. Tony hypnotizes Amanda and tells her that she loves Stephen and will marry him, but Tony should be shot like a dog. Tony talks in a mirror to his subconscious mind which loves her. Amanda drives wildly to where Stephen and the Judge are shooting. When Tony arrives, Amanda tries to shoot him until Tony wakes her.
Stephen tells Tony that he is marrying Amanda tomorrow; but Tony says he loves Amanda and must remove the suggestions. Stephen prosecutes Tony before Judge Travers, who orders Tony to stay away from Amanda. Tony dances with Cora and sings "Change Partners" to Amanda. Connors (Jack Carson) calls Stephen on the phone so that Tony can hypnotize Amanda, but Stephen stops it. At the wedding Cora warns Tony and Connors. Stephen tries to hit Tony but knocks out Amanda, enabling Tony to give her suggestions. In the final scene Amanda with a black eye weds Tony.
This musical comedy uses techniques of psychoanalysis to confuse a budding romance of a patient for her doctor, a phenomenon Freud called transference.