Heiress Marion Prescott, whose only interests are society and her pet Pekingese dog, "Kiki," learns that she has lost almost all her money in the Great Depression. She and her guardian, Spaulding, look through her few remaining assets and discover her ownership of "Prescott's Mammoth Carnival." Spaulding tells her that her late father's love of adventure led him to organize the carnival that, while profitable in its early years, has been a steady money-loser of late. The two decide to examine the carnival first-hand. Seeing the carnival in shambles, Spaulding realizes that its manager, Bert MacGregor, has been deliberately wrecking the carnival. He demotes Bert and promotes Art Calhoun in his place. Bert, stuck with merely running his gambling games, swears revenge. Intrigued by the carnival, Marion takes a job incognito as Art's secretary. The two, though attracted to each other, have numerous temperamental clashes, brought on by their two dogs, "Kiki" and "Missouri." While playing an engagement designed to raise money for a veterans' group, Art discovers that Bert has been fixing the game wheel. The two fight, with Art knocking out Bert. Returning to his henchmen, Bert once again swears his revenge. After collecting the receipts, Art is mugged on his way to the veterans' group, and the money is stolen. After a search of the carnival, the money box is found in Marion's suitcase in the tent of Professor Sylva, for whom she acts as a magician's assistant. Art confesses to the crime to cover for Marion, but the two end up in jail. A telegram arrives, establishing Marion as the owner of the carnival and the two are released, but Art is angered by Marion's deception. As the constable begins to fingerprint all the carnival people in search for the real thief, Bert and his gang realize they are on the spot. Not only did they steal the money box, but they are actually a group of bank robbers, led by Sylva, who have been using the carnival as a cover. Sylva shoots his dim-witted assistant, Fingers, starts a fire in his tent, and then makes a run for it. Art is assisted in capturing the gang by Jacoby, a detective for the Bankers' Association. With Sylva, Bert and the gang captured, Art is cleared of the robbery; however, the carnival is in dire straits, having been half-burned, with no money to re-build. When Marion agrees to sell her house in Ben Harbor, and gives up society life forever to re-build the carnival, Art takes her in his arms. Thus, they begin a new life as the king and queen of the carnival.