Young Mary Rainey takes the reins of her deceased father's failing circus. With the help of the Inimitable Smiley Johnson, she hopes to bring fortune back to her ragtag band of ragged shoeleather performers.

Joe Cook
as Smiley Johnson

Louise Fazenda
as Frankie

Joan Peers
as Mary Rainey

William Collier Jr.
as Bud Conway

Tom Howard
as Amos K. Shrewsberry

Dave Chasen
as Dave

Alan Roscoe
as Dalton, the Ringmaster

Adolph Milar
as Foltz, the Lion Tamer

Clarence Muse
as Nero

Nella Walker
as Mrs. Conway