It costs a lot to win, but even more to lose! Mickey Rooney is a skirt-chasing auto mechanic who meets brassy blonde temptress, Jeanne Cagney (James Cagney's sister) and falls all over himself trying to please her, which includes lying, cheating and stealing. The problem is, Peter Lorre, the owner of a seedy San Francisco carnival, has his eye on her, too! As Rooney's good-hearted girlfriend, Barbara Bates, watches helplessly, Mickey slides deeper and deeper into a quagmire of deception and desire.