With Springtime in full swing, Don presents us with a big dose of sulphur and molasses… Jack Benny! Phil is teased about singing Kay Kaiser’s new, popular, hit tune that’s sweeping the nation, Three Little Fishes. Mary has her own secrets to tell on the curly headed bandleader. She also tells about Kenny Baker trying to pick up a waitress in the drugstore. Before Phil plays, Don interrupts with a commercial, and a knock at the door brings a moment of craziness. Phil plays, Rose of the Rio Grande.
Kenny Baker enters and Jack tries to horn in on his girlfriend he just met in the drugstore. In honor of the Kentucky Derby, Jack tries to announce the play amid interruptions from Don, Mary, and even the mayor of Van Nuns… Andy Divine. What’s new down on the Divine farm? It turns out that even Andy may have a connection to Kenny’s new girlfriend. Kenny sings, Penny Serenade.
The cast play horses at Churchill Downs. Horse jokes abound as the cast plan on dates, and in being jealous of each others performance. Even Schlepperman makes an appearance as an exotic Arabian horse. The trumpet sounds, and they’re off to the races! Frank Nelson lends his voice as the track announcer, giving the play by play as the horses line up, and race around the track. Who will win the championship event?