Immediately after the nation votes to repeal the prohibition amendment, barber Jimmy Potts, an avid "wet" supporter, confides in his best friend, taxidermist Elmer J. Butts, his idea to buy a local brewery and make beer.  In response, timid Elmer, who wants to make money to impress Hortense, the high-living moll of bootlegger Butch Lorado, offers to invest all of his savings in the brewery and become Jimmy's partner.

Unaware that the repeal amendment requires state-by-state ratification, Jimmy and Elmer slave to produce their first supply of beer and hire hoboes Tony, Schultz and Mulligan, who have been residing in the abandoned brewery, to prepare Jimmy's recipe.  Before they sell a single glass, however, the police raid the brewery and arrest Jimmy and Elmer on local prohibition violations.  The duo is threatened with six years in jail, but are released when the court chemist discovers that their beer has no alcoholic content but actually is "near beer."

While feeling guilty about his friend's financial loss, Jimmy learns from Tony that Schultz, a chronic stutterer, is a former beermeister from St. Louis who had tried to tell him the night before that hops are needed to make alcoholic beer.  Determined to recoup Elmer's money, Jimmy decides to use Schultz's recipe to make real beer, but tells his unsuspecting partner that their new operation will produce only legal "near beer."

Soon after, Elmer is confronted by bootlegger Spike Moran, who with Lorado, is concerned about Elmer's price undercutting.  Oblivious to the gangsters true nature, Elmer contracts with Spike to deliver 1,000 barrels of beer a day and accepts $10,000 in down payment.  Elmer then rushes to the unemployment office and hires fifty men to work at the brewery.  When Jimmy learns of Elmer's actions, he nervously reveals the truth about the beer and puts Spike's cash in his overcoat pocket.

Elmer then is visited by the seductive Hortense, who has been sent by Lorado to ferret out information about the brewery.  After the bumbling Elmer spills water over her dress, Hortense puts on Jimmy's overcoat and leaves as soon as she learns about Spike's involvement with the brewery.  Lorado soon finds out about the cash in the overcoat and assumes that Hortense earned the money by having sex with Elmer.  Jealous, Lorado denounces Hortense and arranges for the brewery delivery truck to be ambushed by his men.  Just before the ambush, however, the truck suffers a flat tire, and Elmer narrowly if inadvertently escapes death by machine gun.

The next day, while Elmer romances Hortense in the park, Lorado kills Spike and then forcefully takes over the brewery.  Now genuinely in love with Elmer, Hortense secretly alerts him that the police are planning a raid on the brewery that afternoon.  Thus advised, Elmer drives madly around town advertising free glasses of beer and draws enough people to the brewery to dispose of the entire stock before the police arrive.  Without evidence, the police are unable to arrest Jimmy and Elmer and actually are used by the duo to rid the brewery of Lorado and his gang.  Eventually, after their state has ratified the repeal amendment, Elmer, Hortense and Jimmy open the Butts' Beer Garden.

Notes
Most reviews and news items punctuate the film's title as What! No Beer?, but the onscreen title is punctuated as What--No Beer?.  DV 's preview running time of 86 minutes suggests that the film was cut significantly before its general release.  Modern sources add the following information about the production:  because of profit losses that resulted from delays caused by Buster Keaton during the production of an earlier MGM film, Speak Easily, producer Irving Thalberg decided to hold back the start of production on this film until Keaton's new MGM contract was signed.  By the terms of his new contract, Keaton's $3,000 per week salary was cut by twenty percent until the $33,000 that was lost on Speak Easily was paid back completely to the studio.  The contract also allowed MGM to co-star Keaton with Jimmy Durante, instead of guaranteeing him solo star status.  Production on What--No Beer? began on December 17, 1932, and was completed on January 28, 1933.  During shooting, Keaton took off for Mexico and married Mae Scribbens in a drunken daze.  Although director Edward Sedgwick shot around Keaton during his absence, MGM head Louis B. Mayer decided to terminate the actor's contract upon completion of What--No Beer? and the next scheduled Keaton-Durante film, Buddies, was never started.