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After they are discharged from the Army, smooth-talking Pete Nelson accompanies his friend, the bumbling Jerome X. Hotchkiss, to the Clyde Brent Circus, where Jerry has just gotten a G.I. Bill job as an apprentice lion-tamer. Upon arriving at the financially strapped circus, Pete and Jerry, whose true ambition is to be a clown, meet manager Sam Morley and Jill Brent, the owner and ringmaster. Jill agrees to hire Pete along with Jerry, on condition that they both help out wherever needed. Jerry dutifully reports to lion tamer Col. Schlitz and is terrified when Schlitz forces him into the lions' cage with only a whip and chair for protection. Although Schlitz screams at him to act tough and show no fear, Jerry nervously tries to befriend the beasts until Schlitz finally yanks him out. Later, while Jerry and Pete are washing the circus' elephants, Jill stops by to chat and finds Pete's flirtations both attractive and annoying. Jerry then sneaks into Puffo the Wonder Clown's tent and tries on his hats until Sam catches him in the act. During one night's show, Jerry and Pete man a custard stand but are soon overwhelmed by the crowd and lose control of the custard machine. Ever patient, Sam sends Jerry to help Puffo dress for his performance, and Jerry is dismayed when the inebriated clown angrily rejects him. Jerry's next assignment is to hand Nero, the tightrope walker, a unicycle, and the audience roars with laughter at Jerry's fumbling attempts to climb a rope ladder while holding the bike. When Jerry accidentally ends up riding the unicycle on the tightrope, the crowd hushes, and Pete and the clowns rush in with a net and catch him when he falls. Saadia, the "Queen of the Trapeze," then goes on and stuns Pete with her beauty. Jill, however, dislikes the egotistical, greedy Saadia, but later agrees with Sam that the circus would go bankrupt without her. To Jill's disgust, Pete agrees to become Saadia's personal assistant, and after Sam talks Jerry into becoming a human cannonball, a bare-chested Pete gives Saadia a private demonstration of his skills on the parallel bars. Saadia and Pete kiss but are interrupted by Jill, who informs Saadia that, for financial reasons, there will be an extra show on Saturday. Although she knows the circus depends on her, Saadia refuses to participate, and later, while watching her perform to a capacity crowd, Pete gets an idea. Sam then allows Jerry to go on in place of a sick clown, and Jerry is ecstatic. Puffo, however, resents the laughs that Jerry gets and bullies him onstage. After the audience boos Puffo, Jerry assures Puffo he is not angry with him and exits. Later, Pete flirts with a receptive Jill, but when he suddenly asks her about the circus' profits, she slaps him, furious. Soon after, in Saadia's tent, Pete tells Jill his plan to increase the circus' profits with gambling. Although Jill, who inherited the circus from her father, finds the idea reprehensible, she allows Pete to set up some gaming tables on the midway. The circus tours through the West, and one evening, Pete and Jerry throw Jill a big party on her birthday. Drunk, Puffo interrupts the festivities to declare he is quitting unless Jerry and Pete are fired. After Pete punches him in frustration, Jill dismisses Puffo and replaces him with Jerry. Performing under the name Jericho, Jerry is an instant hit, and Saadia bristles with envy. When she, too, threatens to quit unless Pete gets rid of Jerry, Pete sends her on her way. Jill's relief at Saadia's departure is shortlived, however, when she witnesses a fight between Pete's shell game operator and a customer and demands that Pete stop the gambling. Pete refuses, complaining that Jill is interfering, and announces he is leaving the circus. Sure that the loyal Jerry will go with him, Jill insists on leaving instead, preferring to turn the circus over to Pete than lose it completely. Later, Jerry criticizes Pete for canceling a benefit performance for disadvantaged children and, after telling him he "ain't nice" anymore, quits. Jerry and the other clowns decide to perform the show anyway, and Jill meets them at the outdoor arena. While Pete ponders Jerry's words at the big top, Jerry delights the children with his clowning. After Jerry goes to great lengths to get a sad-faced handicapped girl to laugh, he and Jill are delighted when a contrite Pete drives up in a clown car and costume and joins in the fun.