Jeff Wilson, the owner of a small circus, owes his partner Carter $10,000. Before Jeff can pay, Carter's accomplices steal the money so he can take over the circus. Antonio Pirelli and Punchy, who work at the circus, together with lawyer Loophole try to find the thief and get the money back.
| Directing | Edward Buzzell | Director |
| Writing | Irving Brecher | Screenplay |
| Production | Mervyn LeRoy | Producer |
| Sound | Franz Waxman | Original Music Composer |
| Camera | Leonard Smith | Director of Photography |
| Editing | William H. Terhune | Editor |
| Art | Cedric Gibbons | Art Direction |
| Art | Edwin B. Willis | Set Decoration |
| Costume & Make-Up | Dolly Tree | Costume Design |
| Costume & Make-Up | Fred Valles | Costume Design |
| Sound | Douglas Shearer | Recording Supervision |
| Art | Stan Rogers | Assistant Art Director |
| Crew | Bobby Connolly | Choreographer |
| Sound | Franz Waxman | Music Director |
| Sound | Harold Arlen | Songs |
| Writing | E.Y. Harburg | Lyricist |
