The Great Elmer and Company, two out-of-work magicians, help lovelorn Jerry Bronson adopt Spanky Milford, to distract him. When Bronson makes up and elopes, the pair are stuck with the little boy. But Spanky inherits a Kentucky fortune, so they head south to Banesville, where the Milfords and Wakefields are conducting a bitter feud.

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Main Cast: Bert Wheeler, Robert Woolsey, Mary Carlisle, George McFarland, Noah Beery, Lucille La Verne, Willie Best, Margaret Dumont, Louis Mason, Paul Page

Director: George Stevens

Writers: Bert Kalmar, Harry Ruby, Fred Guiol

Editor: James B. Morley

Cinematographer: Edward Cronjager

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