When a sea captain has to send his wife to a women's home, he dresses as a lady to be with her.

Facing eviction from the cottage where he and his wife Angie have lived for thirty years, Abe Peabody, a retired sea captain, resorts to desperate measures to provide for his wife Angie. In order to put his wife in the fancy Pinecliff Home for Retired Ladies, Abe makes an illegal profit on the sale of his boat to Roger Bartlett. Although the ladies at Pinecliff live by strict rules, once Angie moves in, they offer Abe refuge there because they hate to see the elderly couple parted. Abe reluctantly consents to live at Pinecliff, and, because he is the thirty-first resident of the institution, he is soon nicknamed Old Lady Number Thirty-One. Life in the home proves to be quite a challenge for the former seaman, as he unwittingly becomes the subject of attention, gossip, and jealousy among the old ladies. They begin suspecting a tryst between Abe and Nancy Crocker, a "loose cannon" who likes to sneak a nip of liquor with Abe every so often, and later believe he is having an affair with Blossy Stort, with whom he was seen in the garden engaging in a private conversation. In actuality, Abe was merely giving advice to the lonely spinster, suggesting that she meet his friend, Sam Darby. When Abe accidentally crawls into the window of the wrong room and startles Nancy, the ladies discover him and send him away. Despondent, Abe examines his life insurance policy and prepares for suicide, until Abigail Morrow, the Pinecliff director, rescues him. While the old ladies try to figure out how to help Abe, a nearby ship puts in a distress call. Abe redeems himself by rescuing the ship, and returns a hero. In order to help Abe, the ladies corner Bartlett and blackmail him into returning Abe's share of the ship and promising to give back the Peabodys house.