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.
as Doc Tilbee
as Zerelda Wing
as Enoch Jones
as Tad Bayliss
as Chilton Corr
as Clara Brink
as Pete McCoy
as Billy Gray
as Sheriff Evans
as Deputy Leach
as Mrs. Spooner
as Mr. Spooner
as Mrs. Swaile
as Miss Burghey
as Governor
