A circus aerialist is charged with robbery and murder.

Mentally retarded Willie Simple still harbors his childlike daydream of becoming a clown. Slate takes pity on him, giving the boy a job although he has been warned that he might cause problems.

Joan Blondell, Buster Keaton and Joe E. Brown portray a trio of veteran performers, now reduced to handling menial chores around the circus. Slate's most pressing problem, however, is an uninterested young man who's been turned over to him to ""learn the business."" Over this barrier of gloom climbs spirited and ambitious Ivy Hatch, who has run away from home to join the circus. Ivy has one drawback: She doesn't have any special talent.