Dale Evans inherits a circus, but her dead father's partner (Withers) is trying to steal it away from her. Roy Rogers and Bob Nolan happen to be filming their latest movie on location at the circus when they learn of Dale's plight. Roy and Bob call on some of the most famous western movie stars of the day, and their famous horses, to come to the circus and put on a celebrity circus show. The show is a hit, saving Dale and the circus, and the bad guys lose out in the end.