A woman from a carnival family is broke with a songwriter, but they find a job selling music and fall in love.
In a carnival Gracie (Gracie Allen) does an exotic dance and sings "Here Comes Cookie." Col. Downey (J. C. Nugent) is summoned by a sheriff. Violet Downey (Dixie Lee) owes rent and goes for help to neighbor Larry Deane (Joe Morrison) until she sees that he owes too. The landlady takes Violet's suitcase of clothes and makes her leave. Violet buys Larry breakfast with her last dollar.
Gracie and George Downey (George Burns) drive to New York, and her misunderstandings create funny nonsense. Larry traded his suit to get a dollar for dinner with Violet. He applies for a job selling music. He plays piano and sings in German, moving Pop Heinrich (Lee Kohlmar) to hire them both on commission. Violet walks to a park bench. Larry follows her and shares his coat. In the rain they go back to the store. Larry finds quilts, and Violet takes off her wet clothes. Larry sings "Let Me Sing You to Sleep."
Gracie is stopped by a cop; but she gets him to tear up the ticket. To customers Violet sings "Got Me Doing Things." She sells an old radio as an antique for $50. Larry tells Violet that he loves her and asks her to marry. Violet and Larry get paid by Heinrich. Violet has a tough past, but she tells Heinrich she will marry Larry. Gracie and George arrive. George tells Violet their dad is in jail and needs $50. Gracie tells Heinrich she will sell him the store. Violet gives George cash. Larry and Violet got each other's clothes back. Larry finds Violet crying and says they can wait a week.
Larry sings "My Heart Is an Open Book," and Violet sings it as they go to their wedding. Col. Downey comes for his daughter, but Violet says she is not going back. He says that she is ashamed of him and that her man will be ashamed of her. At the church Violet asks Larry to be patient with her. They watch a wedding, and Col. Downey comes in drunk to stop it. Violet says he is her father and leaves. Heinrich gives Larry a letter, and he learns his song was accepted. The song is played around the world. With the carnival George asks Violet about Larry's letters. Col. Downey tells the carnival that he took a partner for a tour and says that Violet is not going, because his partner Larry promised to take care of her. Violet runs to Larry, and they kiss.
This story of two poor people struggling to survive entertains Depression audiences with music and the comedy of Gracie and George.