Anna Neagle plays Sunny O'Sullivan, the star of a small, upscale circus run by Bunny Billings (Ray Bolger). In New Orleans during Mardi Gras she meets by accident Larry Warren (John Carroll), handsome scion of the wealthy Warrens of Waverly Hall. They fall in love, but Sunny has to deal with the conflicts between his snooty family and her down-to-earth circus pals.