When an aviator dies performing in a traveling circus, the circus closes and sideshow con men "Sky-High" Billy Wardell and "Domino" Dominick are arrested for giving out fake watches to wheel of fortune winners. After Domino springs the jail's lock, they jump a freight train and arrive in the next town, where Billy falls in love when Jane Higgenbotham allows them to breakfast on her freshly baked pies..