A gang of smalltime criminals is sent to an experimental prison where inmates are to be reformed, not punished. The leader of the gang plans to use this to his advantage and take control of the place through manipulation.
Hank, the son of American judge Herbert Mikado, refuses to marry Katie Shaw, whom his father wishes him to marry, and so joins the army. He is stationed in Japan where he falls in love with a Tokyo art student, Yum-Yum.
As a 'tribute' to the late Mary Millington, a bunch of would-be strippers compete in London to become the 'World's Best'. Blue comedian Bernie Winters punctuates the action with a load of dirty jokes.