Jack Oakie plays a showbiz conman, hawking a stuffed whale exhibit on 42nd and doing anything to get noticed. He has stooge Roscoe Karns doing a flagpole sitting bit, while Arline Judge snags the unwary old men. It's all a con. Alison Skipworth sells the tickets.
Oakie runs into Dorothy Dell in a talent agent's office. He's trying to sell a song. Dell hears the song "With My Eyes Wide Open" and suggests they do an act. That brings Dell into the gang. But Dell is discovered one night singing with Ben Bernie's orchestra. She becomes a star, Oakie becomes a bum.
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