Fields plays "Larsen E. Whipsnade", the owner of a shady carnival that is constantly on the run from the law. Whipsnade is struggling to keep a step ahead of foreclosure, and clearly not paying his performers, including Bergen and McCarthy, who try to coax money out of him, or in McCarthy's case, steal some outright.

Comedy

W.C. Fields, Edgar Bergen, Eddie 'Rochester' Anderson, Constance Moore, John Arledge, James Bush