Lilly Turner innocently marries the flamboyant, dishonest Rex Durkee, a magician in a cheap carnival, but within a few months, she is deeply disillusioned. When another woman turns up claiming that she is his wife and charges Rex with bigamy, he abandons the pregnant Lilly. Her kindhearted friend Dave Dixon marries her so that the child can have a name, but the baby dies and the couple ends up working in a series of cheap sideshows. Dave's habitual drinking drives Lilly to a succession of lovers, until she meets Bob Chandler, an unemployed engineer who is driving a taxi to earn a living. She convinces him to join the show as the strong man, and Bob falls in love with her in spite of her past. They plan to run away to Mexico, where he has a engineering job offer, but the night before they are to leave, Fritz, the strong man Bob replaced, escapes from a mental asylum, attacks Lilly, injures Bob and breaks Dave's spine. Dave begs Lilly not to leave him, and remembering how he helped her once, she tells Bob her duty is to Dave. Bob understands, but promises to love her always.