The story of seedy sideshow barker Nicky, who uses everyone he meets to get ahead. Nicky isn't even above exploiting his singing sweetheart Lily to suit his purposes, but this time it is he who ends up the loser -- at least until he gets wise to himself.

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Jack Oakie

Nicky Nelson

Ben Bernie

Joe Davis

Dorothy Dell

Lily Raquel

Alison Skipworth

The Countess

Roscoe Karns

Sailor Burke

Arline Judge

Jackie Donovan

William Frawley

Larry Hale

Lew Cody

Axel Hanratty

Paul Cavanagh

Alvin Ritchie

Monte Vandergrift

Man from Board of Health

Jill Dennett

Wanda

Lee Kohlmar

Prof. Jonas

Tony Merlo

Headwaiter

Ben Taggart

Detective

Charles McAvoy

Cop

Fred Lawrence

Crooner (as Frank Prince)

Ann Sheridan

Hanratty's Secretary (uncredited)

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