Plot

The movie follows the rise and fall of a con man—a story that begins and ends at a seedy traveling carnival. The carnival's barker, Stanton "Stan" Carlisle (Tyrone Power), is fascinated by everything there, including a grotesque geek, who prompts an observation from Stanton that he "can't understand how anybody could get so low." Stanton works with "Mademoiselle Zeena" (Joan Blondell) and her alcoholic husband, Pete (Ian Keith). Once a top-billed vaudeville act, Zeena and Pete used an ingenious code to make it appear that she had extraordinary mental powers, until her attentions to other men drove Pete to drink and reduced them to working in carnivals. Stanton learns that many people want to buy the code from Zeena for a lot of money but she refuses to sell; she is saving it as a nest egg.

Stanton tries to romance Zeena into teaching it to him but she remains faithful to Pete, feeling guilty over the role she played in his downfall and effectively nursemaiding him in the hope of some day sending him to a detox clinic for alcoholics. But one night in Texas, Stanton accidentally gives Pete the wrong bottle: the old man dies from drinking wood alcohol instead of moonshine. To keep her act going, Zeena is forced to teach Stanton the mind-reading code so that he can serve as her assistant.

Stanton prefers the company of the younger Molly (Coleen Gray). When their romance is found out, the remainder of the carnies including strongman Bruno (Mike Mazurki) force the pair into a shotgun marriage. No longer welcome in the carnival, Stanton realizes this is actually a golden opportunity for him. He and his wife leave the carnival. He becomes "The Great Stanton", performing to enraptured audiences in expensive nightclubs in Chicago. As well as things seem to be going, however, Stanton remains emotionally troubled by Pete's death and by his own part in it. He eventually seeks counseling from psychologist Lilith Ritter (Helen Walker), to whom he confesses all that has occurred.

Since Lilith makes a point of recording all of her sessions with her patients, she has a compilation of sensitive information about the lives of various members of Chicago's social elite. Recognizing themselves as kindred spirits to a degree, Lilith and Stanton conspire together to manipulate her patients, with Lilith secretly providing private information about them and Stanton using that information to convince them that he can communicate with the dead. The plan almost works, until Stanton tries to swindle skeptical Ezra Grindle (Taylor Holmes) by having Molly pose as the ghost of Grindle's long-lost love. When the heartbroken Grindle breaks down, Molly refuses to play-out the charade and reveals her true self to Grindle, thereby exposing Stanton as a fake. As he prepares to flee, Stanton discovers he has been scammed by Ritter, who gives him only $150 of Grindle's money rather than the promised $150,000 they had conned him out of to that point. With her recordings of Stanton's confessions to her available for use against him, Lilith threatens to testify that he is mentally disturbed should he accuse her of complicity in his crimes. Defeated, Stanton gives the $150 to Molly and urges her return to the carnival world where people care for her. Meanwhile, he gradually sinks into alcoholism.

With nowhere else to go, the fallen Stanton tries to get a job at another carnival, only to suffer the ultimate degradation: the only job he can get is playing the geek, eating live chickens in a sideshow and replying to the offer with his recurring catchphrase, "Mister, I was made for it." Unable to stand his life any further, he goes berserk. Fortunately, Molly happens to work in the same carnival. Stan regains hope when he sees her again and Molly vows to nurse him back to health, but their reunion is bittersweet, recalling Zeena's nursing the ever-drunk Pete. This conclusion, while somewhat dark and ambiguous, differs from the novel, which implies that Stanton is doomed to work as a geek until he drinks himself to death.

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