Musical Interlude and Dancing at the Gala Water Carnival:

At the Gala Water Carnival held at Morgan's Sparkling Springs Lakes Resort that evening as patrons dined in the extravagant setting, Gil Stewart performs as a tenor with co-star Vivien Fay (as Herself) performing dance-ballet. There are two musical numbers:

• "On Blue Venetian Waters" - sung by Gil on an open gondola-type boat floating before a backdrop of a wall of cascading water fountains and strumming on instruments, and then danced by Vivien Fay with an ensemble of dozens of girls (with diaphanous gowns) on a platform surrounded by water

At the conclusion of the first number, Gil attempts to warn Judy seated in the audience that Hackenbush is an unqualified fraudulent medical doctor, but she dismisses his claim: "Mrs. Upjohn is perfectly satisfied with Dr. Hackenbush, and that's what matters. In fact, she may take over the notes tomorrow." She is still fuming and upset about his purchase of Hi-Hat, although they appear to make up: "Don't ever let a horse come between us again."

On the dance floor, Dr. Hackenbush repeated leaves Mrs. Upjohn's arms to flirt and dance the rhumba and other moves with a slinky call girl - a big beautiful blonde named Miss Nora "Flo" Marlowe (Esther Muir). He professes his love for Flo while dancing with Mrs. Upjohn, and she misinterprets that he is speaking about her: "I'm crazy about you. Nothing will ever come between us again. You don't know how Ionely I get night after night in my little room at the sanitarium. Room 412....We could have a midnight snack, nice little steak between us."

• "Hungarian Rhapsody No.2" (opening) - the orchestra conducted by Stuffy, leading into Tony's number
• "On the Beach at Bali-Bali" - played by Tony on a grand piano, with his characteristic finger-pointing technique
• "Prelude in C-Sharp Minor" (Rachmaninoff) - after Tony's number, Stuffy takes over at the piano

He becomes completely frustrated by the piano and literally destroys it. He takes the piano's interior strings and converts them into a harp that he plucks to entertain the patrons.

Discovery of a Conspiratorial Plan to Seduce Hackenbush with a Floozy and Discredit Him:

The villainous usurpers are working on a conspiratorial plan to to further discredit Hackenbush in the eyes of Mrs. Upjohn. Their idea is to cause a scandal and have Hackenbush fired by hiring temptress "Flo" to seduce him and have Mrs. Upjohn catch them having an affair. Miss Nora "Flo" Marlowe reports to Whitmore in the garden of the Water Carnival that Hackenbush has invited her to a midnight dinner date in Room 412 - his apartment at the Sanitarium. She assures him that their plan will succeed: "Don't worry. When you knock on the door, I'll have that moth-eaten Romeo playing the balcony scene."

Stuffy is listening and has overheard their plan. Tony plays a pantomime game with him to guess and piece together what he has heard - Hackenbush would be framed by a woman and a knock on his door. His misinterpretation, including the following key words, is priceless:

Hackenbush (Stuffy outlines a large mustache, imitates the famous Groucho crouching walk, and then hacks at a bush or hedge: "Hack-a-bush")

A woman (an undulating shape that is not a snake or an apple dumpling)

A knock on the door (not a wooden leg, woodpecker, or a headache)

A frame job (a park sign's frame) - Tony: "She's gonna frame him!"

Tony and Stuffy decide to save Hackenbush from the "frame" up involving a woman's knock on the door.

The Actual Dinner Date with Floozy Flo:

Hackenbush preens for his midnight date, dances around to Strauss 'Blue Danube' waltz, smells the flowers on the table, sprays perfume around, and shows tremendous anxiety before his date Miss Marlowe arrives with a knock at his door:

Flo: Oh doctor. Thank you.
Hackenbush: Thank yu. (One of many thank yus.) Do you like gardenias?
Flo: I adore them. How did you know?
Hackenbush: I didn't, so I got you forget-me-nots. One whiff of this and you'll forget everything.
(He hands her a wilted sunflower.) Won't you sit down? (He seats her and pushes in her chair at the table.)
Flo: Thank you.
Hackenbush: Thank yu.
Flo (handing him her fur wrap): Do you mind?
Hackenbush (taking her stole wrap): Not at all. I always take the wrap. (He casually tosses her wrap onto the floor behind him)

Hackenbush can't see her over the large centerpiece of flowers on the dining room table, leans to the side to try to glimpse her, and offers a compliment to his unseen guest: "Miss Marlowe, I've dreamed of this moment ever since I met you. For days, I've been trying to see you and I still don't seem to be able to make the grade. Ah, a quiet evening alone with you. What more could anyone ask? Say, did you sneak out of here? Oh, there you are." He stands on his dining chair to look over the flowers at her: "Isn't this too, too devastating?"

Just as they are settling in for a little seduction - and a betrayal of Mrs. Upjohn, Tony and Stuffy knock loudly and march into the room, to interrupt the romance and save him with warnings about Whitmore's scheme. Tony pounces on Flo himself, leaping onto her lap. Stuffy jumps on too, and then invites Hackenbush to join them. He replies: "Oh no. Not for me, three men on a horse." He reprimands his friends for their bad behavior, but they persist:

Hackenbush: What's the matter with you mugs? Haven't you got any gallantry?
Tony: She's in with Whitmore. She's trying to frame you.
Hackenbush: Wouldn't mind framing her. A prettier picture I've never seen....
Tony: Hey, doc. Doc, I'm telling you a secret! She's out to get you!
Flo (insulted): Why, I've never been so insulted in my life!
Hackenbush (after looking at his watch): Well, it's early yet.

To get her to leave, they get into a tugging match, pulling on one of her arms to take her out (and ripping her black slinky stole) as Hackenbush pulls her other arm to keep her there. Hackenbush attempts to convince them to have her stay: "You fellas are busting up a beautiful romance....This is my aunt. She's come to talk over some family matters." Tony quips back: "I wish I had an aunt look like that." Hackenbush replies: "Well, take it up with your uncle." Their warnings that he is "playing with fire" are ignored.

Flo puts on powder makeup, and orders Stuffy: "Scram. Blow." He follows her command and blows - and she is instantly covered with a cloud of her white face powder. Hackenbush throws his friends out.

As he returns to the room to sit on his dining room chair, he falls off because he can't keep his eyes from her

Flo: How about a little Scotch?
Hackenbush (holding out his glass expectantly): Why, I'd love it!...Oh, I'll ring for some...

He orders Scotch for them by phone: ("Will you have the bellhop hop up with some hop Scotch?") just before Tony returns, disguised as a Sherlock Holmes-styled hotel detective with a mustache, named O'Reilly:

Tony: Have you got a woman in here?
Hackenbush: If I haven't, I've wasted thirty minutes of valuable time.

To help handle his "tough case," Tony blows his whistle for his assistant Stuffy who enters with two bulldogs on leashes. Stuffy immediately directs his magnifying glass to Flo's back. Hackenbush tells him: "If you're looking for my fingerprints, you're a little early."

After Hackenbush slips a large slab of dinner steak meat into Tony's pocket as he lounges on the sofa, the two dogs jump on him ("When you're through with that steak, chew him!"), and then chase and race around the room. Finally, Tony and Stuffy are dragged out the door, and Hackenbush bolt-locks the door, leaving the couple alone once more.

Hackenbush asks Flo as he pulls a can of soup from a stainless-steel tureen: "Tomato soup? Have you got a can opener." Flo replies that she isn't hungry, and only wants to snuggle close to him. In a classic line of dialogue, she asks:

Flo: I want to be near you. I want you to hold me. Hold me closer! Closer! Closer!
Hackenbush: If I hold you any closer, I'll be in back of ya!

She fondles his hair and calls him "comforting." He claims it's a family trait: "The Hackenbushes, we're all like that." They go to sit on the couch, and his rescuers knock loudly a third time, and break down the door. They enter carrying wallpapering tools and materials:

Tony: We come to hang the paper.
Hackenbush: How about hanging yourself instead?

In an incredibly hilarious sequence, the Wallpapering to the Wall sequence, they redecorate the room, plastering and wallpaper both of them to the wall while they sit on the couch. Hackenbush attempts to make light of their intrusion: "You'll wind up on the gallows is my prediction. I must be a citizen. I just got my second papers."

Suddenly, Whitmore and Mrs. Upjohn enter the room to catch him in the act and dismiss him immediately, but find no one but the workers: (Mrs. Upjohn: "You're mistaken. There's no woman here!"). Hackenbush bursts through the wallpaper to explain to Mrs. Upjohn that he is having the room wallpapered to prepare it as their honeymoon suite, followed by tearing out the floor. Mrs. Upjohn is upset by the level of destruction in the room, and exasperated with Whitmore for being led to believe that Hackenbush is cheating on her. After they have left, Flo emerges screaming from under the couch pillows where she has been pinned and crushed:

Flo (to Hackenbush): I'll get even. You, you dirty, low-down, cheap, double crossing snake.
Hackenbush: Thank yu.

Stuffy wallpapers her rear end with a slap to her butt as she storms out of the room.

The next day, the very-forgiving Mrs. Upjohn apologizes to Dr. Hackenbush for mistrusting him. He suggests that paying the notes on the sanitarium for Judy would help to make up for it. Hackenbush flatters Mrs. Upjohn, professing his love for her, adding an oft-quoted line:

It's the old, old story. Boy meets girl - Romeo and Juliet. Minneapolis and St. Paul!

Arrival of Dr. Steinberg, and Hackenbush's Fear of Being Observed During Mrs. Upjohn's Medical Exam:

As the two proceed with Gil to sign the papers to pay the sanitarium's debts, they are interrupted when Whitmore arrives to introduce Austrian specialist Dr. Leopold X. Steinberg (Siegfried Rumann) to Hackenbush. He has been invited to critically observe Hackenbush's work - and expose him as a disqualified fraud. He distrusts Hackenbush's diagnosis of Mrs. Upjohn: double blood pressure, but Mrs. Upjohn is pleased with his assessment:

Mrs. Upjohn: Dr. Hackenbush tells me I'm the only case in history. I have high blood pressure on my right side and low blood pressure on my left side. [Hackenbush makes a number of double-take faces on the side]
Steinberg: There is no such thing. She looks as healthy as any woman I ever met.
Hackenbush: You don't look like as though you ever met a healthy woman.

To settle their dispute, Whitmore proposes a thorough medical examination of Mrs. Upjohn. Hackenbush is scared to death of the prospect - he knows he will be seen as a fraud and Mrs. Upjohn will be declared healthy. He scurries around to pack up and depart on the next "banana boat for Central America." In one of the sanitarium rooms, he accidentally discovers that Hi-Hat is being kept in a closet to hide him from the Sheriff. Similarly, Hackenbush says that he also needs a hiding place before gathering his belongings and fleeing, but Gil calls him out:

Gil: Doc, you can't walk out on us like this.
Hackenbush: I'll say I can't. I'm gonna run out.
Gil: You can't go, Doc. If you walk out, where'll Judy be?
Hackenbush: Well, she won't be in jail, and that's where I'll be if I stay here. Besides, what can I do?
Gil: You've got to stop the examination somehow.
Hackenbush: Not today I don't.
Gil: Are you a man or a mouse?
Hackenbush: You put a piece of cheese down there and you'll find out.

In the end, with further persuasion by Gil, Stuffy, and Tony, Hackenbush is convinced to stay for Judy's sake, to save the sanitarium from being lost.

The Absurdist Exam of Mrs. Upjohn:

Preparing for the exam, Hackenbush repeatedly washes his hands in the operating room, under the watchful eyes of Steinberg and Whitmore. He deliberately drops his watch in the water rather than leave it on the counter where Steinberg might steal it:

I'd rather have it rusty than missing.

His two assistants Stuffy and Tony enter with white uniforms inscribed: "JOE'S SERVICE STATION" and "BRAKES RELINED."

Confusion abounds - Tony and Stuffy take Dr. Steinberg's name as their own. Hackenbush introduces the many Steinbergs to each other, and they all bow simultaneously:

Dr. Steinberg, by a strange coincidence, this is another Dr. Steinberg. May I...introduce my colleagues and good friends, another Dr. Steinberg. This is a Dr. Steinberg, that's a Steinberg. Dr. Steinberg and (pointing to Mrs. Upjohn) a Mrs. Steinberg.

Then Hackenbush points to two skeletal drawings hanging in the room and continues the masquerade:

And Doctor, I'd like you to meet another Dr. Steinberg. (Hackenbush points to the second identical drawing.) That's Steinberg junior.

The exasperated real Dr. Steinberg is called upon by Whitmore to read his own diagnosis of Mrs. Upjohn, but Hackenbush rips up his note:

Dr. Steinberg: In all my years of medicine...
Hackenbush: You don't know the first thing about medicine. (The note is ripped up) And don't point that beard at me. It might go off.

Hackenbush challenges Steinberg's conclusion that Mrs. Upjohn's pulse is "absolutely normal." When Stuffy is ordered by Hackenbush to verify the finding by taking Mrs. Upjohn's PULSE, he snatches her PURSE off her lap because he misunderstood: ("He doesn't spell very well, Mrs. Upjohn"). They all need to resterilize their hands, so they again wash their hands while singing "Down By the Old Mill Stream." This is repeated a second time to delay the exam even further. They ask for new coats, and three nurses bring them in. Stepping into one with arms out, Stuffy grabs one of the nurses. Hackenbush cautions: "Just put the gown on, not the nurse." He whisks the nurse's outer garments off, leaving her in a slip. Steinberg questions their insane, ridiculous medical examination methods, but Hackenbush strikes back: "Yes, that's what they said about Pasteur!"

Mrs. Upjohn is laid out and strapped into a tilted-up operating chair/table. A "MEN AT WORK" sign is hung at her feet. She is prepared as if in a barber's shop - lathered and shaved by Tony. Her shoes are polished by Hackenbush and she is manicured by Stuffy. She is bounced up and down in the operating chair. X-rays are called for by Steinberg as the "one indisputable test." Stuffy pantomimes selling an armload of newspapers as Tony impersonates a newsboy: "EX RAY (Extra), EX RAY (extra)." And then Stuffy sets off the room's overhead sprinkler system, dowsing the entire operating room with rain. Gil's racing horse Hi-Hat charges through the water-logged room and rescues the "Hackenbush team" of doctors when the threesome climb up and jump onto Hi-Hat's back.

Two Musical Numbers: An Interlude

Despairing with Gil in a barn, they dry themselves around a fire, and each one assumes blame. When Hackenbush wants to take all of the blame, and Tony tends to agree: ("I think he's right. It was his fault"), Hackenbush changes his mind: ("That's the thanks I get"). Judy arrives with blankets in her arms to keep them warm and comfortable. They commiserate together when she tells them that by the next day, the sanitarium will belong to Morgan. To try and convince herself that things were fine, Judy asserts: "It's much better this way. Now I can be free. I won't be tied down. I can enjoy myself and really laugh."

To cheer her up when she begins crying, Gil sings the hopeful "Tomorrow Is Another Day" to try and comfort an upset Judy.

Afterwards, a Pied-Piper-like Stuffy with a piccolo (who is believed to be Archangel Gabriel) leads a cavalcade of children through the nearby poor shanty town of blacks during "Gabriel" ("Who Dat Man?"), a musical number that has little connection to the film's main plot. That leads to another exuberant song and jitterbug-dance number in the poor area, titled "All God's Children Got Rhythm," progressing into: "Nobody Knows the Trouble I've Seen."

[Note: This was the only Marx Brothers film to receive a competitive Oscar nomination -- Dave Gould's Best Dance Direction for this song/dance number. Mostly uncredited performers: Jazz singer Ivie (Ivy) Anderson (who was a vocalist singing with Duke Ellington's band at the time) and the Crinoline Choir performed the gospel song. The gravity-defying, jitter-bugging number was danced by Herbert "Whitey" White's Lindy Hoppers - White was the undisputed king of the Lindy Hop (the original swing dance), and his dancers were originally from the Savoy Ballroom in Harlem. The number was choreographed by Frankie Manning. Dorothy Dandridge was also an uncredited performer in the 'All God's Children Got Rhythm' number.]

The music is interrupted by the arrival of Sheriff, Morgan, and Whitmore. Hackenbush, Tony, and Stuffy decide to smear axle grease on their faces (black-face disguise) to avoid detection and mingle with the crowd to escape detection, but their ploy isn't very effective. The authorities announce their intention - to arrest Hackenbush for being an imposter: "This letter from Florida says you're a horse doctor. Put them all under arrest." During the altercation, Hi-Hat becomes agitated when he sees Morgan and hears his voice. His increased activity is noticed by Gil who tells Judy: "He goes wild every time he sees Morgan or hears his voice." To escape, Stuffy leaps on the back of Hi-Hat, jumps over the barn door fence, and gallops off to avoid capture. The group evades the legal authorities and watches as Hi-Hat jumps over a downed tree, a tall rock wall, and a convertible automobile, and causes Gil to realize that he has in his possession a possible contender in Saturday's Grand Steeplechase race at the Sparkling Springs Park:

Judy: Darling, perhaps that's why he never won a race. He's a jumper.
Gil: Am I a sap. I have a steeplechase horse, and I don't know it.

Hi-Hat - A Great Horse Jumper - Competing and Winning the Grand Steeplechase Event:

In a final slapstick sequence at the Sparkling Springs Racetrack, Gil registers Hi-Hat in the Grand Steeplechase for the 6th Race as an additional starter in the 2 mile race. Morgan is concerned about the prospect of Hi-Hat winning and tells Whitmore:

My money is riding on Skee Ball, and that's not all. If Hi-Hat wins, Gil will give that money to the girl and we can kiss the Sanitarium goodbye.

Although the Sheriff is reassuring that Hi-Hat will be kept from competing by his men, he is warned that if Hi-Hat is smuggled into the race past him, he will lose his job. Gil and Judy drive a Sanitarium van, disguised as the race-track's Ambulance (with Hi-Hat inside) into the track's grounds, but they are discovered when Hi-Hat hears Morgan's voice nearby and begins to kick noisily and disruptively. Gil and his horse are apprehended and detained.

To delay the start of the race by 25 minutes with various acts of sabotage to allow time to retrieve Hi-Hat, Stuffy puts slippery Harness Soap under the saddles of all the riders, and places a soapy balloon inside the track bugler's instrument (that signals the start of the race). And with a high-velocity fan, Stuffy blows many spectator's hats onto the track, causing further delays to clear the raceway. Cars looking for 'free' parking are directed by Tony onto the race track, causing a tremendous traffic jam. Meanwhile, Gil and Judy are able to trick the Sheriff into releasing Hi-Hat from the ambulance, so they can smuggle him back into the race. The race finally gets under way, but is delayed again when the pranksters reroute the course into the countryside, and the race is ruled a "false start" - the horses are ordered back to the starting post.

Once the official race is flagged to begin, Stuffy rides Hi-Hat as jockey to join the other horses. Hi-Hat balks at the first jump, but Stuffy has a solution to get him running - he shows Hi-Hat a picture of the hated Morgan, and the horse becomes agitated and takes off. The sound of Morgan's voice is also projected over the loudspeakers to spur him on over the jumps. Stuffy rides Hi-Hat to defeat - but then it is discovered that Hi-Hat and Morgan's horse Skee Ball are unknowingly switched when the two riders are upset in one of the jumps, and emerge from the muddy water unable to identify the horse's numbers. Morgan's jockey actually rides Hi-Hat to victory.

Hi-Hat wins the $50,000 purse, to be used to save the sanitarium, and Gil wins his love Judy. In the celebration while singing the song "Tomorrow is Another Day" (the last line of Gone With the Wind (1939)) and parading along (including the winning black singers who had bet on Hi-Hat), Hackenbush delivers the film's punchline, promising marriage to Mrs. Upjohn:

Emily, I have a little confession to make. I really am a horse doctor. But marry me, and I'll never look at any other horse.