Directed by Gregory La Cava, and executive produced by David O. Selznick, this film's writing credits include Corey Ford, David Freedman and Harry Reichenbach (for their book, "The Anatomy of Ballyhoo: Phantom Fame"), the director, and Ben Markson and H. N. Swanson for their story about three carnival persons who make it big in New York. Also noteworthy, Max Steiner appears uncredited as the conductor in the New York show.
Jimmy Bates (Lee Tracy, terrific in this role!) is a small time carnival barker with big ideas. Achilles (Eugene Palette) is his assistant of sorts, his partner in crime, who also performs as a strong man or any other required role. The beautiful Teresita (Lupe Velez), aka La Belle Sultana, is the show's only real talent, who is currently playing a belly dancer. Jimmy struggles to convince the carnival's owner, Colonel Munday (Robert McKenzie), that he should be its press agent (replacing a character played by James Donlan, uncredited). To drum up business and extort hush money, Jimmy decides to tell the small crowd that Teresita will reveal the identity of her father, that it's someone from their town and sure to be scandalous, at the end of her next show. Prior to the show, Achilles collects a fortune, from persons who don't want their names mentioned by La Belle Sultana, and then gets drunk. At a packed show, while Teresita dances and the crowd waits impatiently, a drunken Achilles lets slip that it is indeed a hoax to the Sheriff (Charles Dow Clark, uncredited) who stops the proceedings and calls for their arrest. In a madcap melee, Jimmy, Teresita, and Achilles escape to New York.
Once in New York, their odd appearance attracts attention. Jimmy seizes upon the opportunity to promote Teresita as Princess Exotica, the next big act for Merle Farrell (Frank Morgan), the famous New York producer he'd been name dropping and claiming to know, though they'd never met. They take a cab to the Savoy where Jimmy continues his bluster such that he convinces hotel clerk Mr. Wilburton (Franklin Pangborn, always great) to provide them a suite. Unbeknownst to Achilles, he signs him in as the Princess's eunuch. Jimmy then proceeds to invade the set of the nervous and excitable Mr. Farrell's current show, where it's being rehearsed, before he is tossed out on his ear. So, he causes the press to clamor to visit the Princess's suite by having her order 20 pounds of raw meat. Prior to their arrival, he arranges for the delivery of a lion act to the hotel room, causing a sensation which appears on the front page of the newspaper along with Jimmy's phoney claims about the Princess being in Merle Farrell's next big show. Jimmy also arranges for an airplane to fly by the producer's window parroting the same before he arrives at Farrell's high floor office with Teresita. Mary Mason plays Farrell's secretary.
Now in the door, Jimmy brags that the publicity his efforts have spawned will insure Farrell's next show will be a hit and convinces him to sign the act to a contract. Once in hand, Jimmy admits that Teresita is no Princess but tells Farrell that it doesn't matter because she has talent. However, when she sings a tune, it causes the producer to cover his ears and yell "stop". Stuck with her, and against Jimmy's advice, Farrell returns to his tried and true formula creating a big desert production number for the Princess. Unfortunately, the opening night crowd is bored by the slow, belly dancing act and starts to leave. With help from Achilles, Jimmy takes charge of the stage enabling Teresita to sing the same "catchy" tune that Farrell had rejected. Since it's so different from anything the staid New York audience had ever seen, it charms them and Teresita becomes the toast of the town. She also begins dating Farrell which upsets Jimmy, especially when she gets "too big for her britches" by failing to acknowledge his contributions to her success. He then humorously blackmails Farrell into dropping Teresita for a chambermaid (Shirley Chambers) that Achilles had been courting and grooming for stardom, while she believed him to be a eunuch. He arranges a nudist colony publicity stunt for her. This earns Jimmy a prominent position in the married producer's organization.
Achilles gets bored with the New York scene and tells Jimmy that he's bought Colonel Munday's carnival show. He tries to convince Jimmy to return with him, but Jimmy says no. However, shortly thereafter, he receives a telegram from Achilles saying he could use Jimmy's help and, after discussing it with his secretary (Bess Flowers, uncredited) and office boy Tommy, he chucks his job and returns to the more simple (?) life. Once there, Jimmy learns that Teresita is the carnival's lead attraction and the film closes indicating the two of them will be getting back together.