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Aerialist Alex Conrad felt partly responsible for the accidental deaths of the Flying Falcons, Corky's parents. Years later, Joey spots Alex in the audience and persuades him to rejoin the circus.

The circus comes to the aid of old friend Casey Perkins, who is competing against another company to bring a railroad to a cattle town. Since the rival concern has collared all the available labor, the circus people agree to help lay the tracks.

Before they can be run out of town, con man Major Buffington and his partner Spike take refuge in a circus boxcar, only to discover they are sharing it with a tiger. They agree join the circus, plotting to steal the receipts.

After seeing the circus, Lem Clemens decides that this is the life for him; but he is pursued by his younger brother Jody.

When Big Tim gives Joey and Corky money to buy supplies in town, they use it as bail for their friend Elmer Purdy, considered a con man because he claims to have invented a machine that shows moving pictures.

Big Tim refuses to hire Karl Hofer and Mitzi, his dancing bear, because of a run-in years earlier.

Big Tim hires a new high wire act, The Marvelous Manellis. But their big debut is threatened when Corky is trapped in a forest fire with Marie Manelli.

Roustabout Pete is aghast to learn that his Uncle Cyrus is about to visit him—because he has boasted to Cyrus that he owns the circus.

Judge Sheldon's son Carlton runs away to join the circus.

Corky persuades tries to persuade Buffalo Bill Cody to come out of retirement to help the show, unaware that the famous man holds the circus responsible for the death of his son.