Two college friends, now in their thirties, admire each others' lives and feel trapped in their own. Wes, tied to a demanding career and responsibilities to family, extends a work trip to drag his dispirited artist friend Luke to find Luke's "one that got away."

Asaph (Charles Ruggles) is a meek, mild-mannered homebody who occasionally shows some backbone to his prudish, overbearing boss, only to be beaten down again. With the encouragement of his secretary Beulah (Ann Dvorak), his old college team-mate Wynn (Eugene Pallette) and some liquor, Asaph regains some of his wild-man soul. Watch out world!