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On the way to Capital City, Michigan in 1904, wonder tonic salesman Doc Tilbee and his partner, Enoch Jones, rescue Tad Bayliss, a ten-year-old boy who has just escaped from the local orphanage. Tad quickly comes to adore Doc, who spins tall tales of his heroism with such gusto that he begins to believe them himself. Meanwhile, orphanage board member Zerelda Wing inspects the boys' home and is horrified by the poor conditions. After learning that Tad has been seen with a con man, she sets out to rescue him, whereupon orphanage head Mrs. Swaile informs corrupt party boss Pete McCoy that Zerelda is out to reform his orphanage. McCoy meets with Zerelda's fiancé, ineffectual district attorney Chilton Corr, and threatens to fire him if he does not "control" her. Zerelda, meanwhile, finds Doc selling his wonder tonic, which is actually made of prune juice, alcohol and bitters. After he denies that Tad is with him, Zerelda, aware that he is lying, swears to call the sheriff and save the boy. Doc, though charmed by her fiery spirit, packs up his wagon and races off. As rain begins to fall, Tad overhears Doc tell Enoch that they will lose their source of income by running away from town, and the boy, loathe to be a burden, sneaks off the wagon. Within minutes, however, he has fallen into the raging river, and Doc, hearing his cries, rescues him. As they dry off in the wagon, Doc listens to Tad's angelic singing and is inspired to travel to Capital City and face the sheriff. There, he and Enoch disguise Tad as a girl and spirit him away to Doc's girl friend, singer Clara Brink, who reluctantly agrees to hide him in her dressing room. Although she tries to convince Doc to settle down and marry her, he remains unconvinced. He then visits his friend, local reporter Billy Gray, and persuades him write an exposé on the orphanage. Billy soon uncovers a scheme whereby McCoy has been embezzling the home's funds. Angered, McCoy threatens to press kidnapping charges against Doc if he does not return Tad and stop the bad publicity. Doc refuses, but when Zerelda informs him that Tad's cousins, the Spooners, have been located, he agrees to let them adopt the boy. Just as he sadly says goodbye to a miserable Tad, however, McCoy and Corr burst in, pay off the "cousins," grab Tad and throw Doc out of town. Zerelda reproaches Corr and tries to talk to Doc before he leaves, but, convinced that she was in on the swindle, he snubs her. He and Enoch sneak into the orphanage that night to steal Tad back, and although they cannot find the boy, kind-hearted Enoch takes the other eleven boys into the wagon. Doc then brings them to Clara, while Corr tells the sheriff that he wants Doc, dead or alive. Soon after, Zerelda, who has rescued Tad herself, brings him to Doc and they agree to work together. To that end, they attend the governor's election night party at Clara's theater. Doc disguises himself as a singer and replaces the slides in their photo show with pictures of the dilapidated orphanage. As the audience reacts in alarm, Doc explains the corruption in the local party and Zerelda supports his story. When she produces the Spooners' falsified adoption papers, which prove that McCoy is guilty of a felony, the governor fires Corr and McCoy and makes provisions for a new, improved orphanage. Days later, Zerelda sees Doc, Enoch and Tad off, but as Doc relates one of his wild stories, she grows enamored of the fantasy, and, unable to part, they kiss.