A ragtag troupe of misfits led by Bronco Billy (Clint Eastwood) perform their hearts out as members of a fly-by-night Wild West show. Billy inspires his entertainers, including Doc Lynch (Scatman Crothers) and Lefty LeBow (Bill McKinney), as they wow crowds with lassos, knife throwing and sharpshooting. Then stranded heiress Antoinette Lilly (Sondra Locke) becomes Billy's assistant, and soon the two are squabbling, scuffling and falling in love.

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