Step right up for the greatest show on earth ... or what's left of it, as the owner of Colonel Gowdy's circus (Guy Kibbee) hasn't paid his employees in weeks. So as the performers quit, Pat (Winnie Lightner) takes over their acts, from hula dancing and ballyhoo barking to diving into pools of hot water. But when her kid sister (Evalyn Knapp) decides to tag along and falls for the man of Pat's dreams (Donald Cook), the sideshow turns into a three-ring circus and the real show's about to begin. Originally intended as a musical, Side Show lost all but one of its songs when Warner realized audiences had tired of the genre. The decision also affected Winnie Lightner, one of the studio's biggest attractions. Celebrated on stage as the "Song a Minute Girl" the musical comedy star would make a few more films before retiring to marry Side Show director Roy Del Ruth in 1934.