Larson E. Whipsnade (W. C. Fields) is a conniving circus manager trying to stay ahead of his creditors and the sheriff. When not fleecing his customers he is busy trying to break up the romance between his daughter Victoria (Constance Moore) and ventriloquist The Great Edgar (Edgar Bergen), who is his best act in Circus Giganticus.
Whipsnade: "This way, ladies and gentlemen, this way. Right up on this platform. The world's greatest novelty. The Pronkwonk Twins! Elwood and Brentwood. Elwood is ten minutes older than Brentwood and has been in a hurry ever since. Ladies and gentlemen, Brentwood is the smallest giant in the world, whilst his brother, Elwood, is the largest midget in the world. They baffle science."
There is a running feud between Whipsnade and Bergen's dummy Charlie McCarthy, and they constantly trade wisecrack insults. Charlie asks, "Are you eating a tomato or is that your nose?" Whipsnade says to Charlie, "You must come down with me--after the show--to the lumberyard...and ride piggyback on the buzzsaw."
Bergen's other dummy is Mortimer Snerd who sometimes comments on the proceedings in his own stupid way. Whipsnade also has a son Phineas (John Arledge) and wants Vicky to marry pompous Roger Bel-Goodie III (James Bush). He sends Bergen and his dummies away in a hot air balloon. Whipsnade says, "As my dear old grandfather Litvak said, you can't cheat an honest man, never give a sucker an even break, or smarten up a chump."
Customer: "There's been a mistake in my change."
Whipsnade: "Ah, at long last, an honest man. Want to return some money?"
Customer: "No, I'm short!"
Whipsnade: "Don't brag about it. I'm only five-feet-eight myself."
At a party in the Bel-Goodie mansion Whipsnade keeps causing Mrs. Bel-Goodie (Mary Forbes) to faint by mentioning snakes. He also has a ping pong game with Ronnie (Ivan Lebedeff), a classic Fields' skit that is the movie's show-stopper. Before becoming a comedian, Fields was the world's best comic juggler. Vicki breaks off her engagement to Roger. Bergen abandons the balloon, finds Vicki, and helps Whipsnade escape from the sheriff.
Mrs. Sludge: (to Phineas) "Does your father play ping pong?"
Whipsnade: "Do I play ping pong?" (laughs) "I didn't get you the first time. I was one-time champion of the Tri-state league and the Lesser Antilles. Didn't know one card from the other when I started... but I stayed up at night marking with a pen."
Bel-Goodie: "You absent yourself from this house immediately! You pharisee... you pecksniff... you egregious tartuffle!"
Whipsnade: "Tartuffle? Is that good or bad?"
Bel-Goodie: "You're a fraud, a charlatan and a rogue, sir!"
Whipsnade: "Oh, is that in my favor?"
The movie is a frantic comedy that focuses on Whipsnade's trials and tribulations, and the feud with puppet Charle McCarthy provides most of the jokes. Like most W. C. Fields films the plot is thin, and serves as a vehicle to string many vaudeville skits together. Fields is the "King of One Liners" and does not disappoint here. However, his comic personality is what made him a major star. He is often rude, uncultured, surly, and easily annoyed. But he is always charming and amusing, and his reputation for being a mean despiser of dogs and children is a gross exaggeration.
Others in the cast include: Thurston Hall (Archibald Bel-Goodie), Edward Brophy (Corbett), Arthur Hohl (Burr), Eddie "Rochester" Anderson (Cheerful), Ernie Adams (Eddie), Charles Coleman (Robinson), Jan Duggan (Mrs. Sludge), Frank Jenks (Jerry), Charles Murphy (Lon), Bill Worth (Elwood), and many others. The story was written by W. C. Fields using the pseudonym Charles Bogle. The screenplay was written by Everett Freeman. Frank Skinner composed the original music. Non-original music is by Stephen Foster, Sam Perry, Alfred Tommasino, Paul Van Loan, and Franz Waxman. George Marshall directed the film, but most of W. C. Fields' scenes were directed by his friend Edward F. Cline.