When his bank fails, a young man loses not only all his money but his fiancée deserts him, too. With few options, he joins a traveling carnival and begins a new life.

Boots Mallory
as Penny Lee

Allen Vincent
as Tom Warren

Donald Kerr
as Dick

Rollo Lloyd
as Harry

Jason Robards Sr.
as Jim Ryan

Gertrude Astor
as Zandra, Fortune Teller

Anita Faye
as Trixie

Rich Hayes
as P.T. 'Porky' Owens

Earl McDonald
as Carl

Kit Guard
as Gorilla Watson