Two aerialists (Jack La Rue, Grant Richards) vie for the same girl (Anne Nagel). Sara: Marjorie Main. Joe: George Cleveland. Herman: Herbert Rawlinson. Marie: Betty Compson.
Nagel joins an aerial act and soon becomes the greatest aerialist in the world, and the "Three Flying Pennies," as the act is called, soar to the top. Tensions rise as both her male counterparts, LaRue and Richards, fall for her.