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Lucy's old school pal Rosie Hannigan (Ann Sothern), now known as the Countess Framboise, would like to open a charm school in Danfield. Unfortunately, despite her lofty title, the Countess is flat broke, thus she conspires with Lucy (Lucille Ball) to entice a pair of wealthy patrons, Mr. and Mr. Dunbar (Reta Shaw, Byron Foulger), into bankrolling the school. This scheme entails a lengthy takeoff of "My Fair Lady" wherein the Countess endeavors to "transform" a dowdy scrubwoman named Liza Lumpwhomper (actually Lucy in disguise) into a society debutante. Alas, when Liza/Lucy attends a soiree held by the Dunbars, she completely forgets that she is violently allergic to caviar!