The story of seedy sideshow barker Nicky, who uses everyone he meets to get ahead. Nicky isn't even above exploiting his singing sweetheart Lily to suit his purposes, but this time it is he who ends up the loser -- at least until he gets wise to himself.

Jack Oakie
as Nicky Nelson

Ben Bernie
as Joe Davis

Dorothy Dell
as Lily Raquel

Alison Skipworth
as The Countess

Roscoe Karns
as Sailor Burke

Arline Judge
as Jackie Donovan

William Frawley
as Larry Hale

Lew Cody
as Axel Hanratty

Paul Cavanagh
as Alvin Ritchie

Monte Vandergrift
as Man from Board of Health