|Tyrone Power||Stanton Carlisle|
|Joan Blondell||Zeena Krumbein|
|Ian Keith||Pete Krumbein|
Roustabout Stanton Carlisle joins a traveling carny and unsuccessfully schemes to figure out the mind-reading act of Mademoiselle Zeena and her alcoholic husband, Pete . But when Pete dies, Zeena is forced to take on Stanton as a partner, and he quickly proves more gifted than his predecessor. Ambitious to a fault, Carlisle abandons Zeena and the carny to reinvent himself as ''The Great Stanton,'' wowing high-class audiences in a Chicago hotel.