Harris and Rigby own a circus. Rigby is a counterfeiter and frames his partner. The Mesquiteers learn Rigby is the culprit and get a confession from one of his men only to lose the case when the man is murdered in jail. The Mesquiteers try again and send Lullaby to try and win some of the fake bills in a card game.

Robert Livingston
as Stony Brooke

Ray Corrigan
as Tucson Smith

Max Terhune
as Lullaby Joslin

Maxine Doyle
as Ellen Reed

Willie Fung
as Fong

Edward Peil Sr.
as Thomas Rigby

Horace Murphy
as Judge Blake

Anne Bennett
as Nancy Harris

Ed Cassidy
as Jefferson 'Jeff' Harris

Roger Williams
as Henchman Harry