Eddie Johnson (George Montgomery) and Joe Rocco (Cesar Romero) were once partners in a carnival operation, but Joe tricked Eddie out of his share. In 1905, Eddie, now a promoter, finds his way to Joe's Coney Island saloon, intent on renewing their friendship and becoming a partner in his operation. Joe refuses, so Eddie concocts a plan with sideshow boss Frankie (Phil Silvers) to change Joe's mind. When Eddie befriends singer Kate Farley (Betty Grable), things take a different turn.