Doc Tilbee (Dan Dailey) is a lovable braggart rascal who runs a travelling medicine show with his loyal banjo playing sidekick Enoch Jones (Scatman Crothers). He rescues the runaway orphan Tad (Chet Allen), on the road to Capital City, who escaped from the squalid prison-like orphanage detention center in Springville. When newly appointed orphanage board member, the proper but kindly, Zerelda Wing (Diana Lynn) comes to retrieve the runaway, Doc hides him with the bawdy Wonderland cafe visiting singer from New York, Clara Brink (Carole Mathews), who desperately wants Doc as a hubby.