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| Tyrone Power | Stanton Carlisle |
| Joan Blondell | Zeena Krumbein |
| Coleen Gray | Molly |
| 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.
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