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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| Directing | George Stevens | Director |
| Writing | Bert Kalmar | Screenplay |
| Writing | Harry Ruby | Screenplay |
| Writing | Fred Guiol | Screenplay |
| Costume & Make-Up | Mel Berns | Makeup Department Head |
| Writing | Bert Kalmar | Lyricist |
| Sound | Harry Ruby | Songs |
| Production | Merian C. Cooper | Executive Producer |
| Production | H.N. Swanson | Associate Producer |
| Production | Lee S. Marcus | Producer |
| Sound | Roy Webb | Original Music Composer |
| Camera | Edward Cronjager | Director of Photography |
| Editing | James B. Morley | Editor |
| Production | Rufus Le Maire | Casting |
| Art | Perry Ferguson | Art Direction |
| Art | Van Nest Polglase | Art Direction |
| Art | Darrell Silvera | Set Decoration |
| Costume & Make-Up | Walter Plunkett | Costume Design |
| Camera | Ralph Wildman | Grip |
| Sound | Cecil Shephard | Foley Editor |
| Sound | Kenneth C. Wesson | Sound Effects Editor |
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