Fields plays "Larsen E. Whipsnade", the owner of a shady carnival that is constantly on the run from the law. Whipsnade is struggling to keep a step ahead of foreclosure, and clearly not paying his performers, including Bergen and McCarthy, who try to coax money out of him, or in McCarthy's case, steal some outright.

In 1853, as the British and Russian empires compete to gain and maintain their place in the dreadful Great Game of political intrigues and alliances whose greatest prize is the domination of India and the border territories, Major Geoffrey Vickers must endure several betrayals and misfortunes before he can achieve his revenge at the Balaclava Heights, on October 25, 1854, the most glorious day of the Crimean War.