Young Happy Howard (Joe E. Brown) has been secretly practising the skills of a circus clown like his father was.

When the circus comes to town, Happy runs away with it, taking menial jobs while hoping for a chance to perform.

Happy becomes infatuated with Alice (Patricia Ellis), a young aerialist, helping her take care of her nephew.

Alice arranges for a place in her aerial act for her alcoholic brother Frank who is recovering from the loss of his wife.

Happy is a big success to the delight of his father in the audience and is forgiven by Alice.