Jack Baker (Jeff Bridges) and Frank Baker (Beau Bridges) are brothers, living in Seattle, making a meagre living playing in seedy lounges and piano bars. Frank handles the business aspect while Jack (single and more talented as a player) feels disillusioned. In despair, they hold auditions for a female singer to join the outfit, ending up with the beautiful but hard-nosed Susie Diamond (Michelle Pfeiffer), a former escort with unusual charisma. The new act, with Susie headlining, becomes unexpectedly successful and leads to bigger gigs and better money, but the sexual tension between Susie and Jack reaches boiling point at a New Year's Eve show, and in the absence of dutiful husband and father Frank, they give in to their urges. However, Jack's inability to express his feelings leads their relationship to disintegrate, at the same time as Frank and Jack's brotherly feud escalates. The act eventually breaks up, and Susie moves on to pastures new, while the brothers reconcile.
Michelle Pfeiffer gives a memorable rendition of "Makin' Whoopee", sprawled over a piano in a red evening dress. An homage to this scene featured in Season 3, Episode 10 of Eureka ("Your Face or Mine?"), as well as being spoofed in the film Hot Shots! and an episode of the TV series Ellen..