A bookie falls in love and tries to win money from her wealthy fiancé while she suspects his motives.
At Brookvale Farm Duke Bradley (Clark Gable) stops the bank from taking the stud of Grandpa Clayton (Lionel Barrymore). Carol Clayton (Jean Harlow) calls from England that she is going to marry Hartley Madison (Walter Pidgeon) of New York. Duke tells her father Frank Clayton (Jonathan Hale) and Grandpa, who celebrates because Hartley is rich. Frank says only Duke knows he is broke and gives him the deed to the farm for his debt. At the races Duke takes bets and meets Hartley and Carol. Duke greets Fritzi (Una Merkel) with a kiss. During a race Frank collapses and dies.
Carol calls on Duke and asks him to sell her the farm; but Duke tells her he won't foreclose on Grandpa. Carol and Duke quarrel about her marrying money. Fritzi tells Duke that her husband Jesse Kiffmeyer (Frank Morgan) is allergic to horses. When Jesse sneezes, Duke sees to it that this bid buys the horse that Fritzi wants. Grandpa tells Duke that Carol is selling Moonray, and Carol tells Duke she needs money to pay him off. Duke bids Hartley up to $14,000 but stops before Carol is going to let him win. Hartley asks Grandpa to train Moonray.
Carol studies horses and has won money from Duke. Tip O'Brien (Cliff Edwards) sings "The Horse With the Dreamy Eyes" with Fritzi, Duke, and Rosetta (Hattie McDaniel). Carol is friendly with Duke until he asks her to get Hartley betting. Duke calls on Hartley and tells him to help Carol's nerves. Hartley calls Dr. Bierd (George Zucco), who says Carol is emotional and should marry soon or not see Hartley. Duke gets Hartley to bet and win $6,000, telling Tip it is bait. Carol tells Hartley not to bet with Duke, who learns Hartley is leaving. Duke calls on Carol and hides under the couch when Hartley comes in. Carol smokes Duke's cigar and asks Hartley to stay.
At the track Hartley bets with Duke and loses $5,000. On a train Duke dines with Fritzi and Jesse, who is jealous. Fritzi knows Duke is in love with Carol, and Duke says he plans to win money to marry her. Duke rubs ointment on Carol, who says she loves him and canceled her engagement. When Duke objects to losing Hartley, she gets angry. At the races Hartley loses. Rosetta says that Duke teases everyone, but only Carol and Jesse get mad. At a party Grandpa complains that Hartley hired a new trainer for Moonray. Carol gets Jesse's contract with the jockey Dixie Gordon (Frankie Darro) so Duke will lose; but Fritzi tells Jesse that that if Duke wins, he will marry Carol. Dixie is riding Moonray. Grandpa quarrels with the new trainer. Duke has Fritzi kiss Jesse. The race is a photo finish, but Moonray lost. On a train Carol and Duke celebrate.
Jean Harlow died of illness during the filming of this movie that was one of the most popular of the year, thanks to its sentimental value as the last exhibition of Harlow's beauty and raw emotional power. Gable's Duke is also very likable as he expresses his love for everyone, and Morgan provides his usual humorous character.