Howard Bannister (Ryan O’Neal), an often forgetful music history professor, comes to a San Francisco hotel to attend a musicology banquet and hopefully win a prized grant to further his study. He carries with him a bag of igneous rocks and his preppy fiancée, Eunice, (Madeline Kahn) who is all about propriety and decorum. At the same time, a zany and free spirited young girl named Judy Maxwell (Barbra Streisand) appears and sets her sights on a prize of her own, Bannister. The next two days are filled with wild adventures, mistaken identities, mixed up bags, spies, lies and a car chase. Bannister and Maxell soon find that sometimes “opposites attract” a world of wacky possibilities.