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.

• Universal Pictures
• W.C. Fields
• Edgar Bergen
• Eddie 'Rochester' Anderson
• Constance Moore
• John Arledge
• James Bush
• Thurston Hall
• Mary Forbes