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Lou Henry rushes to the Guiding Light Orphanage to convince his ward, Duffer, who had run away from him, to return home. Father Mullahy, the head of the orphanage, is glad to release Duffer back into Lou's care, as the boy had only run away because Lou "looks after so many people." Moments later, Lou's business partner, Bud Flick, arrives to tell him there are problems at their carnival, Kiddyland. When Lou arrives there, he discovers that one of the rides will not stop, so he pulls the fuse, a solution that had never occurred to Bud. Lou later tries to evade social worker, Miss Mayberry, who oversees the foster children, but the ebullient teenager Ernie unintentionally reveals their presence by playing his latest rhythm-and-blues recording. Mayberry reminds Lou how he insulted her in a letter to the district attorney, and presents a court order for her to inspect his home for safety. Lou arrives home and tells his foster children, Shelley, a singer, and Duffer, that Mayberry will be visiting at six o'clock. After they clean the house, Bud arrives with news that Big Frank, a racketeer to whom Bud owes $20,000 in gambling debts, is calling in his loan, and has threatened to force Bud to work for him if he reneges. Mayberry arrives shortly after Bud leaves, and is horrified when Big Frank's thugs, Dutch Fleer and Mushie, arrive looking for Bud. After the thugs leave, pandemonium ensues when Ernie arrives to play his "loose" music and the dog trots in with an empty liquor bottle in his mouth, which was left by the previous homeowner. Appalled by the conditions, Mayberry leaves. Big Frank and his thugs later approach Bud at the carnival to insist that he transport $200,000 in marked money stolen from a bank robbery to Chicago. Lou overhears the exchange and telephones District Attorney Martin Proctor, offering information about the stolen money in exchange for Proctor's approval of his adoptions. Proctor agrees to meet Lou at the carnival grounds that night, where Bud has also arranged a meeting with Mushie. That night, Bootsie, an orphan who loves to follow Lou, is playing alone at the carnival grounds and sees Mushie hide cash in a treasure chest atop a sign for "Grab the Brass Ring" game. Bud and Lou, meanwhile, are waiting in their office, unaware of the reason the other is there. Mushie shoots Proctor when he arrives and deposits the body on a seat of the Ferris wheel, then knocks Lou out when he comes to investigate the gunshot. Mushie then places Lou and the murder weapon, which he has wiped clean, alongside Proctor and turns on the ride. Bootsie and Mushie both run from the scene. Bud turns off the Ferris wheel as two patrolman arrive and recognize the dead district attorney. After Bud regrettably suggests that Lou is the killer, Lou is arrested. Several detectives question Lou for eighteen hours, but he remains silent. In the meantime, Mayberry removes Shelley and Duffer from Lou's home. Soon after, Father Mullahy brings Bootsie to the police station and she tells Lt. Garvey what she saw. Although Garvey distrusts her imagination, he releases Lou, and has him followed. Bud, meanwhile, meets with Mushie, who offers to split the $200,000 with him if Bud retrieves it. However, Dutch and Big Frank overhear him and shoot the traitor, then take Bud hostage, demanding to know the location of the money. Lou is also taken to Big Frank's hide-out where he is beaten because he does not know where the cash is. To save Lou, Bud falsely offers to lead them to the money, and they leave moments before police raid the house. Bud takes them to Kiddyland, where he tricks Big Frank into a recorded confession. Big Frank catches Bud in the act, however, and demands that they break the record. When Lou refuses, Big Frank angrily throws him through a closed door. Bud then grabs the record and flees, and he and Lou are chased throughout the carnival by the thugs. Unknown to them, Bootsie and Duffer bring all their friends to the carnival and arm themselves with darts, baseball bats and rifles from the shooting gallery. After the children slow down the gangsters' progress, Bud and Lou hide on top of the merry-go-round. When the thugs stand underneath, they drop the treasure chest on them, which breaks open and reveals the money. The police arrive moments later and Big Frank confesses to Garvey, but when Lou proudly plays the recording, he discovers that Bud had accidentally grabbed one of Ernie's be-bop records. Later, Shelley and Duffer return home, and set up a party for Lou with Ernie and Father Mullahy's help. Father Mullahy thanks Bud for donating the reward money to the orphanage, and Bud admits it was at Lou's insistence. Moments later, Lou arrives like the fabled Pied Piper, playing a flute and dancing down the sidewalk while a train of children follows.