Tim Conway as woeful boxer Bags and Don Knotts as his dim-witted sidekick Shake are out to save a gym and do the impossible in this predictable, cliched comedy from director Michael Preece. The setting is the 1930s and Bags is trying to make it as a boxer. Gangster Mike (Robin Clarke) decides to take advantage of the two losers, so he sets Bags up for a big championship match against a bruiser appropriately nicknamed the Butcher (Michael LaGuardia). At stake is more than the one-sided match, the dull duo's friend "Pop" Morgan (David Wayne) has bet all he has on Bags -- he needs money to save his gym from the clutches of the gangster.