A down and out carnival sideshow team (Esther Williams, Red Skelton) are mistaken for a wealthy Texas millionaire (Keenan Wynn) and his sister (Paula Raymond) at a swank resort hotel. Before they even know it they've spent over $17,000 of the millionaire's money but things get even more complicated when the millionaire shows up at the hotel. This piffle of a musical comedy is weak in all areas. The songs are a dreadful lot and so forgettable that I already can't remember a single one of them. Skelton is fine when he's in character but when he does his physical comedy schtick, he's intolerable. Chaplin he's not. And Esther Williams gets only one swimming number but she's not even in a pool, she's swimming around Howard Keel's hotel room in a dream sequence! Only the underused effervescent Ann Miller adds some much needed spark to the film but there's not enough of her to keep the movie afloat. Still, the movie was a money maker for MGM, go figure! Directed by Charles Walters. With Hans Conreid and Glenn Strange.