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In 1904, Doc Tilbee, medicine show huckster and champion tall-tale teller, gives a ride to a young boy escaped from an orphanage, where bad conditions (the result of political graft) are being investigated by new appointee Zerelda Wing, who doesn't know that her fiancée is one of the politicians responsible. Tad wants to stay with his new friend Doc, who is attracted to Zerelda, to the discomfiture of his old flame Clara...all amid nostalgic musical numbers.