Dimples Appleby lives with her pick-pocket grandfather in 19th century New York City. She entertains the crowds while he works his racket. A rich lady makes it possible for the girl to go legit.

Shirley Temple
as Dimples Appleby

Frank Morgan
as Eustace Appleby

Robert Kent
as Allen Drew

Helen Westley
as Caroline Drew

Stepin Fetchit
as Cicero

Astrid Allwyn
as Cleo Marsh

Brook Byron
as Betty Loring

Berton Churchill
as Colonel Loring

Paul Stanton
as Mr. St. Clair

Julius Tannen
as Hawkins