Two peanut vendors at a rodeo show get in trouble with their boss and hide out on a railroad train heading west. They get jobs as cowboys on a dude ranch, despite the fact that neither of them knows anything about cowboys, horses, or anything else.

A story of the great-depression era about women hobos, tramps, job-seekers, fugitives and runaways running from or toward something as they hitch-hiked their way across the United States, dodging the police, do-gooders, lustful men and pursuing-husbands in a bad mood. One of them is a killer, another is a girl hitch-hiking to her wedding in order to afford a wedding gown, and there is also the Governor's daughter who crusades on their behalf, while hitch-hiking along with them.

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.

McCrea plays Joe Meadows, whose only ambition as a Kansas farm boy was a life at sea. He moves to New York to try to get a job as a sailor, finds it more difficult than he thought, and meets Helen Brown, who falls for him and uses her feminine wiles to try to prevent him leaving.

A retired auto manufacturer and his wife take a long-planned European vacation only to find that they want very different things from life.