Running time: 101 minutes
Release date: 11/12/64

"play Real Audio Original Movie Sound Roustabout," "Poison Ivy League," "Wheels on My Heels," "It's a Wonderful World," "It's Carnival Time," "Carny Town," "One Track Heart," "Hard Knocks," "Little Egypt," "Big Love, Big Heartache," "There's a Brand New Day on the Horizon."

Produced by Hal B. Wallis
Associate Producer: Paul Nathan
Directed by John Rich
Screenplay by Anthony Lawrence and Allan Weiss
Story by Allan Weiss
Photographed by Lucien Ballard, A.S.C.
Music by Joseph L. Lilley
Costumes by Edith Head
Art Direction by Hal Pereira and Walter Tyler
Musical Numbers Staged by Earl Barton
Assistant Director: D. Michael Moore
Technical Advisor: Colonel Tom Parker
Photographed in Techniscope and Technicolor

Charlie Rogers Elvis Presley
Maggie Morgan Barbara Stanwyck
Cathy Lean Joan Freeman
Joe Lean Leif Erickson
Madame Mijanou Sue Ane Langdon
Harry Carver Pat Buttram
Marge Joan Staley
Arthur Nielson Dabs Greer
Fred Steve Brodie
Sam Norman Grabowski
Lou Jack Albertson
Hazel Jane Dulo
Cody Marsh Joel Fluellen
Little Egypt Wilda Taylor


Charlie Rogers, a singer at an espresso cafe, gets into a fight with three unruly characters and after expertly dispatching them with karate, leaves the nightspot and heads for points unknown on his motorcycle. After wandering a bit, Charlie gets a job as a "roustabout" or handyman in a carnival run by Maggie Morgan. At the carnival Charlie meets Cathy Lean and falls for her.
Business at the carnival is practically nil, so, in between jobs, Charlie breaks into an impromptu song on the midway. News of this gets around and suddenly droves of young people flock to the carnival. A new career is launched for Charlie.
Things soon sour when Charlie gets into a fight with one of the customers and decides to leave the carnival. He feels all washed up and sure that he has lost Cathy , so he heads for a rival carnival which had previously made him an offer.
With Charlie gone, Maggie's carnival takes a nose dive and the creditors come knocking at its doors. With only one chance left, Cathy goes to Charlie and persuades him to return and save the carnival.