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Cleo inherits a carnival and announces in the newspapers that her show will be operated free of all grifters, dips, three-shell men, confidence artists, and hookers. Flash and Luke, a couple of dips, see in this policy their big chance and, passing themselves off as honest men, find work in Cleo's show. Flash is greatly attracted to Cleo, but she rebuffs him when he tries to cultivate her friendship too fast. Red Moon, the carnival's concession manager, robs the office safe and lays the blame on Flash. Red later kills Luke, and Flash goes after Red in a rage, breaking his neck; Flash is reinstated in Cleo's good graces and finds solace for the loss of his friend in her love.