When absent-minded Musicologist Professor Howard Bannister (Ryan O'Neal) arrives in San Francisco to try and win a research grant, the last thing he expects is to have his world turned upside down by Miss Judy Maxwell (Barbra Streisand), a girl who causes chaos wherever she goes. In the space of two days he gets mixed up with a millionnaire, jewel thieves, kidnappers, a spy and a government agent; accidentally sets his hotel room on fire, finds himself sitting on a grocery deliverer's bicycle inside a Chinese Dragon and ends up dressed as a Cantonese Mandarin in a car chase through the city in a stolen VW Beetle.
Judy: Aw come-on, Steve, you don't want to marry Eunice.
Howard: I'm not Steve. I'm Howard.
Judy: Well neither of you wants to marry Eunice.
Howard: Why do you say that?
Judy: Because you don't want to marry someone who's gonna get all wrinkled, lined, and flabby.
Howard: Everybody gets wrinkled, lined, and flabby.
Judy: By next week?