Members of a circus troupe "adopt" Lili Daurier when she finds herself stranded in a strange town. The magician who first comes to her rescue already has romantic entanglements and thinks of her as a little girl. Who can she turn to but the puppets, singing to them her troubles, forgetting that there are puppeteers? A crowd gathers around Lili as she sings. The circus has a new act. She now has a job. Will she get her heart's desire?
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| Editing | Ferris Webster | Editor |
| Production | Edwin H. Knopf | Producer |
| Sound | Bronislau Kaper | Music |
| Camera | Robert H. Planck | Director of Photography |
| Art | Cedric Gibbons | Art Direction |
| Sound | Douglas Shearer | Sound |
| Art | Paul Groesse | Art Direction |
| Writing | Helen Deutsch | Screenplay |
| Directing | Charles Walters | Director |
| Writing | Paul Gallico | Story |
| Directing | Al Jennings | Assistant Director |
| Art | Arthur Krams | Set Decoration |
| Crew | Charles Walters | Choreographer |
| Crew | Warren Newcombe | Special Effects |
| Costume & Make-Up | William Tuttle | Makeup Artist |
| Costume & Make-Up | Sydney Guilaroff | Hairstylist |
| Production | Hugh Boswell | Unit Production Manager |
| Art | Edwin B. Willis | Set Decoration |
| Costume & Make-Up | Mary Ann Nyberg | Costume Design |
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