After Jeanette becomes the mistress of the ambitious Jean du Barry, he marries her off to one of his cousins so that she has an entre to the royal court. She soon becomes the favorite of the King and Jean du Barry becomes a regular around the court too. But all this is disturbed when Madame du Barry falls for Conte Brissac of the King's Guard. Jean du Barry's attempts to expose her affair only get him banished from the court.

At a three-ring circus, 'Spangles' Delancy, a beautiful bareback horse rider, falls in love with a wanted man, Dick Radley, who uses the circus as a hideout. The show's owner Big Bill Bowman also falls in love with Spangles-- But only one man can have her.