The Stooges recount to their ward how they came to adopt him. A woman left him with Larry at the Stooges pawn shop. Debut of supporting Stooge actor Harold Brauer.

Told in flash back, the stooges tell their son how he came to have three fathers. The stooges, owners of a pawn shop, owed money to the gashouse protection society, a bunch of loan sharks. To complicate matters, a lady leaves a baby in the shop as part of a plan to sell a phony diamond and the stooges wind up caring for the kid. The stooges manage to defeat the crooks and when they finish telling the story, the kid goes off to find his real mother.