A live action chess game becomes a chaotic, animated quest for the favors of Betty Boop. Betty comes to life as the black queen and Bimbo becomes the white king. The black king, Old King Cole, wants Betty for himself and carries her away to his castle. Bimbo must come to her rescue, with the assistance of Koko and the other chess pieces. When Bimbo breaks into the castle, he engages Old King Cole in a fight, which results in King Cole's death, with Bimbo, Betty, Koko and the other chess characters parading along the chess board. The two men playing chess are shown to have been playing the game for so long that they grow large beards with a spider in a web between the two beards.