The story of seedy sideshow barker Nicky, who uses everyone he meets to get ahead. Nicky isn't even above exploiting his singing sweetheart Lily to suit his purposes, but this time it is he who ends up the loser -- at least until he gets wise to himself.

Big Steve Halloway, gambler and proprietor of New York's Horseshoe Cabaret, is in desperate need of money. He arranges for his fellow bookies, especially Sorrowful Jones, to each pay him $1,000 for his racehorse, Dream Prince, to lose. With all bets being placed at the window, Sorrowful encounters a gambler, having lost $500, wanting to place his bet but unable to come up with $20. Instead, he places his little girl, Marthy Jane, as security, or in bookie's terms a "marker". "Marky", as she comes to be known, winds up under the care of Sorrowful Jones and his lady friend, singer Bangles Carson.

On the wharfs of San Francisco, saloon girl Toy, also known as Mary, lives over Mother Bright's bar. When Como Murphy, a fugitive from the law, hides in her room, she falls in love with him. He explains that after he spoke out about the rights of man to a crowd, a riot ensued, during which a policeman was killed. Como took the gun from the killer, but is thought to be guilty of the crime himself. Como, who reciprocates Mary's love, spends the night with her, but leaves to keep her out of danger. He joins the crew of a ship sailing to China after he is befriended by Turk, a big lumbering sailor who is also in love with Mary. Each man is unaware that they love the same woman.