Fred and Lilly are a divorced pair of actors who are brought together by Cole Porter who has written a musical version of The Taming of the Shrew. Of course, the couple seem to act a great deal like the characters they play. A fight on the opening night threatens the production, as well as two thugs who have the mistaken idea that Fred owes their boss money and insist on staying next to him all night.

This retelling of the classic tale of James Hilton’s Utopian lost world plays out uneasily amid musical production numbers and Bacharach pop music. While escaping war-torn China, a group of Europeans crash in the Himalayas, where they are rescued and taken to the mysterious Valley of the Blue Moon, Shangri-La. Hidden from the rest of the world, Shangri-La is a haven of peace and tranquility for world-weary diplomat Richard Conway. His ambitious brother, George, sees it as a prison from which he must escape, even if it means risking his life and bringing destruction to the ancient culture of Shangri-La.