Nicky Nelson runs a small carnival on New York's 42nd Street under the auspices of Nicky Nelson Enterprises, which consists of Joe Davis and his band, stunt man "Sailor" Burke and his gold digger wife Jackie, and The Countess, a matronly woman who takes tickets at Nicky's various attractions. Down on his luck with a profitless whale attraction, Nicky, at heart a songwriter, tries to audition for vaudeville agent Axel Hanratty, who turns him out. In Hanratty's offices, however, Nicky meets blonde singer Lily Racquel. Lily, impressed with Nicky's song, asks him to drum up a vaudeville act with her and gives him a ring to hock to purchase an act. Instead, Nicky, a compulsive gambler and foolish idealist, loses Lily's money shooting craps with Hanratty, then tells her he bought the act. Joe, his band, Sailor and Jackie then abandon Nicky's outfit, and Joe borrows Lily for his nightclub act.