In Victorian England, a bored young girl dreams that she has entered a fantasy world called Wonderland, populated by even more fantastic characters.

After he inherits some money, Harold Bissonette ("pronounced bis-on-ay") decides to give up the grocery business, move to California and run an orange grove. Despite his family's objections and the news that the land he bought is worthless, Bissonette packs up and drives out to California with his nagging wife Amelia and children.

Parisian playboy plays father to an abandoned baby who interferes with his womanising.

Tillie and Augustus Winterbottom are thought to be missionaries when they arrive to find Phineas Pratt trying cheat the Sheridans out of her father's inheritance, including a ferry franchise and a boat. The only way to keep the franchise is to win a race against Pratt's boat.

Actor Lee Tracy presides as ringmaster over a show that combines the best elements of cinema with the circus, what he calls a Cinema Circus. Tracy introduces a number of professional circus acts, plus a cavalcade of movie stars who have side shows under the open air big tent. There is as much action in the audience as Tracy identifies a number of movie stars watching the proceedings incognito, having their own fun in the stands, and sometimes interacting with the circus acts.

Miss Madeline Fane is a famous California screen star who has been devoted to her baby son Michael since her husband's death the previous year. One morning she awakens to find Michael has been kidnapped. After a day, she calls in the police, who instantly begin an all-out search.

Desperate for work, Johnny Barclay leaves Ma and Grandpop to join the newly formed Civilian Conversation Corps. On the way he meets cynical young hobo Roscoe "Rockie" Johnson, and, although Rockie believes that hopping freight trains is a great life, Johnny convinces him to join the Corps.

The Great McGonigle and his troupe of third-rate vaudevillians manage to stay one step ahead of the bill collectors and the sheriff.

Basically this is a commercial for Hollywood's Lido Lounge and for MGM contract players. The Lido is a large watering hole; we visit one afternoon with an orchestra playing, all sorts of stars and would-be stars sitting at tables near the pool alongside paying customers, and bathing beauties parading and diving. The Lido's manager, Reggy Denny, introduces the stars in the audience. He's sometimes interrupted by someone who does a bit, sings a song, or otherwise entertains: most of these are novelty acts. By the end, everyone's having a swell time.

When she can't support her illegitimate child, an abandoned young woman puts her up for adoption and pursues a career as a torch singer. Years later, she searches for the child she gave up.