Nicky Nelson is a fast-talking sideshow barker with a wax-and-alive concession on Atlantic City's boardwalk. Even with the band of his friend, struggling musician Gene Krupa, playing on the sidewalk to attract the customers, "The Living Corpse" and other low-rent acts aren't enough to lure the seen-it-all boardwalk strollers, and the landlord closes the show in lieu of never-paid rent. Nicky, always promoting, goes to Stephen Hanratty, head of the pier's Dance Pavilion, to plug Krupa's band as an attraction, but Hanratty won't even listen to them. But, while there, he meets singer Lily Racquel, who knows he is a phoney but might have the ability to to talk a radio-station manager into giving her an audition. She gives him a ring to help finance the project; he promptly loses it in a crap-game.

Thirteen women who were schoolmates send to a swami for their horoscopes. Little do they realize that Ursula, a half-breed Asian, is using her hypnotic powers over the swami and them to lead them or their families to their deaths. It seems that she too went to their school, but was forced to leave by their bigotry, and is exacting revenge. Will she be stopped in time to save Laura's son, Bobby?