In 1904, Doc Tilbee, medicine show huckster and champion tall-tale teller, gives a ride to a young boy escaped from an orphanage, where bad conditions (the result of political graft) are being investigated by new appointee Zerelda Wing, who doesn't know that her fiancée is one of the politicians responsible. Tad wants to stay with his new friend Doc, who is attracted to Zerelda, to the discomfiture of his old flame Clara...all amid nostalgic musical numbers.
Dan Dailey
as Doc Tilbee
Diana Lynn
as Zerelda Wing
Scatman Crothers
as Enoch Jones
Chet Allen
as Tad Bayliss
Hugh O'Brian
as Chilton Corr
Carole Mathews
as Clara Brink
Rhys Williams
as Pete McCoy
Thomas E. Jackson
as Billy Gray
Russell Simpson
as Sheriff Evans
George Chandler
as Deputy Leach
Virginia Brissac
as Mrs. Spooner
John Maxwell
as Mr. Spooner
