The ambitious Stanton "Stan" Carlisle (Tyrone Power) works in a sideshow as carny and assistant of the mentalist Zeena Krumbein (Joan Blondell), who is married with the alcoholic Pete (Ian Keith). The couple had developed a secret code to pretend to read minds and was successful in the show business before Pete starts drinking. Stan stays with them expecting to learn their code and leave the carnival to be a successful mentalist. Stan also flirts with the gorgeous Molly (Coleen Gray) that lives in the carnival with the strong Bruno (Mike Mazurki). Zeena and The Geek, an alcoholic man that bites the head off a live chicken that the audiences believe that is a savage, are the greatest attractions of the sideshow.