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Bookie Duke Bradley reluctantly accepts the deed to his friend Frank Clayton's horse farm out of fondness for him and Clayton's crusty father, Grandpa. When Clayton dies of a heart attack during an important race, just after his daughter Carol returns from a long stay in Europe, Duke offers to forgive the debt. Her fiancé, millionaire Hartley Madison, wants to pay Duke, but Carol vows to repay the loan to Duke before she marries, through her own efforts as a handicapper. Although they are frequently at odds, Duke and Carol fall in love as they travel from track to track on the "racing special" train. Despite his feelings for Carol, Duke is trying to coax Hartley into betting huge sums as recompense for money that Hartley won from him years before. As a result, Carol is suspicious of Duke's feelings and tells Hartley that she will marry him as soon as her horse wins the big Saratoga race. Hartley makes the race even more important when he places a large bet with Duke on Carol's horse, even though the favorite is a horse owned by Fritzi Kiffmeyer, an old friend of Duke's who is now married to a cosmetics tycoon. The race is a "photo finish," which necessitates projection of the motion picture footage of the finish line to determine the winner. As the spectators of the race results are cheering on their horses, Carol suddenly begins to cheer for Fritzi's horse because she doesn't want Duke to be ruined. When Fritzi's horse is proclaimed the winner, Duke and Carol take each other's hands. Finally, Carol and Duke are riding on another "racing special," happy to be together.