A small carnival is in dire financial straits. Their show is attracting fewer and fewer paying customers, as their "attractions" are aging, out of shape and beset by internal feuds and bickering. One day a beautiful young woman shows up and suggests a way of attracting customers: put on a strip show, with her as the main attraction. Her act attracts customers in droves, but it turns out that the girl has her own agenda, and it isn't to help out the carnival.