Two men running a carnival airplane ride are hired to fly to retrieve what they think are photos for a reporter. Actually, they are retrieving diamonds stolen from a noted gem dealer. As it turns out, their plane crashes on the very estate of the dealer. Thinking the duo are police officers, the dealer offers his home for their convalescence from the accident. Meanwhile, the diamonds have been snatched by a kleptomaniac dog and buried on the estate. When the smugglers track down the pair, they try to convince the dealer that they are officials from an institution from which the two have escaped. Before long, the carnival fellows, the crooks, the gem dealer and his family, along with a platoon of cops, are tearing up the grounds to find where the dog has buried the diamonds.

Though he was protecting her when he accidentally killed a man, Mabel Kane (Thelma Todd) refuses to testify on behalf of her dance partner Jerry Davis (George Murphy), and he's sent to jail. In a riot, a hostile convict (Jack La Rue) forces Jerry to help him escape, so Jerry takes to the streets himself. Nightclub entertainer Anne Taylor (Nancy Carroll) meets him, and convinces her boss Louis (Arthur Hohl) to hire him as her partner.