Edgar Bergen and Charlie McCarthy travel to Mexico and enrage a jealous boyfriend.

Fields plays "Larsen E. Whipsnade", the owner of a shady carnival that is constantly on the run from the law. Whipsnade is struggling to keep a step ahead of foreclosure, and clearly not paying his performers, including Bergen and McCarthy, who try to coax money out of him, or in McCarthy's case, steal some outright.

Scotty Hamilton is a reporter who works for a crooked editor. Bill Banning is another reporter who is about to expose the editor's ties to the mob. When the editor is killed, both reporter Banning and mobster Tony Garcia are suspected.

A young soldier on a pass in New York City visits the famed Stage Door Canteen, where famous stars of theatre and film appear and host a recreational center for servicemen during the war. The soldier meets a pretty young hostess and they enjoy the many entertainers and a growing romance.