Goliath, the circus strongman (circus) (Nat Pendleton) and the midget, Little Professor Atom (Jerry Maren), are accomplices of bad guy John Carter (James Burke (actor)) who is trying to take over the Wilson Wonder Circus. Julie Randall (Florence Rice) performs a horse act in the circus. In the animal car on the circus train, Goliath and Atom knock out Julie's boyfriend, Jeff Wilson (Kenny Baker (American performer)), and steal $10,000, which Jeff owes Carter.