Millionaire Drogo Gaines has such a bad case of cold feet on his wedding day that he pretends to have a nervous breakdown.  Drogo recovers after he overhears his fiancée, Helen Newton, and her mother and brother Ed lamenting the fact that they will lose Drogo's fortune, and he tells Helen the wedding is off.  Helen refuses to be jilted at the altar, however, and attacks Drogo and makes it look as if he has gone crazy.

Drogo is then knocked out by Ed, and later awakens in a mental institution, where the doctor insists he is insane.  That night, Drogo and Colonel  Carleton Carraway, a formerly wealthy eccentric who admitted himself to the hospital, escape by rowboat, and are later picked up by carnival operator Penguin Moore.  When Penguin arrives at the carnival site, the sheriff demands $120 in water and electricity fees from her.  Penguin is broke, so Drogo pays the sheriff with his last few dollars.  When the independently-minded Penguin protests, Drogo suggests she give Carraway a concession for his special camera in exchange for the money.

Shortly after, the lot owner demands more money for rent, so Drogo and Carraway cleverly raise the money with a shell game.  Drogo and Carraway are arrested, but Penguin busts them out of jail.  Along the way to the next site, police searching for the asylum escapees pull Penguin over.  Carraway and Drogo hide, and narrowly escape being seen by Helen, who has accompanied the police.  Drogo's personal secretary, Stanhope, sees his boss, however, and stays behind with the carnival.

Drogo, tired of being romanced by gold diggers, falls in love with Penguin, who thinks "gentlemen" are loafers.  Penguin insists that Drogo and Carraway earn their keep, and puts them to work pounding tent stakes.

The carnival continues to lose money and is unwelcome in most towns.  To help Penguin, Drogo secretly sends Stanhope to purchase and equip a new carnival.  Penguin, meanwhile, promotes Drogo as her aerial acrobatics assistant, but loses respect for him when his incompetence ruins her act.  Carraway tries to repair Drogo's reputation by claiming that he was once a famous lion tamer, and feeling a newfound respect for Drogo, Penguin surprises him by buying a pair of lions for his own act.  A terrified Drogo gets a reprieve from his first experience at lion taming when a sudden storm shuts down the carnival.  Carraway then arranges for the carnival to encamp at his wealthy nephew Harry Whitman's estate.

Harry's guests attend the carnival, but they are terrified when Drogo's lion follows him out of the cage.  After Willie, the reluctant lionkeeper, draws the lion back into its cage, the concessions are broken up by an outsider who resents the higher prices being charged because of the private party.  A brawl ensues during which the carnival is destroyed, but Harry promises to cover the expenses after they succeed in driving out the thugs.

That night, Carraway has the remaining equipment stored in the barn, knowing that Harry will burn it so he can take out his full complement of fire trucks and douse the blaze, as is his nightly habit.  When the barn is ignited, Penguin believes that she has lost everything.  To her surprise, Drogo directs the fire trucks away from the barn to a fully operational carnival he purchased for her.  When Penguin sees the carnival's name, Moore & Gaines, she kisses Drogo to seal the partnership.