In the second Stooge adaptation of Pygmalion, the trio are repairmen who make a scene in the presence of two psychologists, Professors Quackenbush (Vernon Dent) and Sedletz (Ted Lorch). Quackenbush makes a bet with Sedletz that he can turn the boys into gentlemen through environment. Training is slow and painful for the professor, who pull his hair out in disgust. The Stooges take the opportunity to flirt with the professor's daughter, Lulu (Barbara Slater), while learning table etiquette. Finally, the winner of the wager will be decided by the boys' behavior at a fancy society party.
The party, naturally, goes awry. Curly greets guest Mrs. Smythe-Smythe (Symona Boniface) by kissing her hand, and biting off the diamond in her ring. Realizing this, Moe and Larry take Curly to a secluded area to lecture him, only to find that the kleptomaniac Stooge has swiped a load of silverware as well.
Curly then grabs a pie from a pastry table, and tries to eat it whole. Moe sees this, swipes the pie, and pushes Curly out of the way. Seeing the approaching Mrs. Smythe-Smythe, Moe tosses the pie straight up, resulting in it sticking to the ceiling. Noticing his nervousness and frequent upward glances, she sympathetically comments, "young man, you act as if the Sword of Damocles is hanging over your head." Moe tells Mrs. Smythe-Smythe "Lady, you must be psychic !" and leaves. Bewildered, Mrs. Smythe-Smythe says "I wonder what's wrong with that young man?" and looks up to see what had him so concerned. At that moment the pie comes crashing down in the society matron's face. This sparks off a massive pie melee that takes no prisoners.
Half-Wits Holiday marked the final appearance of Curly Howard as an official member of the slapstick comedy team. During filming on May 6, 1946, Curly suffered a severe stroke and was rushed to a nearby hospital. The superstooge had suffered a series of minor strokes since early 1945, and had become a ticking time bomb ever since. The working title for Half-Wits Holiday was No Gents No Cents.
Curly was actually supposed to be featured prominently in the pie-fight scene, but after Moe found him with his head slumped on his shoulder, it was apparent the comedian was in no shape to perform. Moe quietly alerted director Jules White of Curly's unfortunate situation, leading White to quickly rework the scene to be divided between Moe and Larry. Reaction shots from the supporting cast were spliced in more frequently to hide Curly's absence.