A jockey is persuaded by his father to throw a race; but he helps his English friend win the cup.
Sir Peter Calverton (C. Aubrey Smith) tells his horse trainer Wilkins (Forrester Harvey) he can't go with them to America; but his grandson Roger Calverton (Ronald Sinclair) loans Wilkins money to go. Peter and Roger see cocky jockey Tim Donahue (Mickey Rooney) come from behind to win. Tim demands $40 and fires his agent. Roger goes to the boarding-house of Mother Ralph (Sophie Tucker) and meets the over-dramatizing Cricket West (Judy Garland), who invites him to dinner with the jockeys. Roger asks Tim to ride the Pookah; but Tim says no and hits Roger. Cricket tells Tim to apologize. Tim tries to bring Roger back but is knocked down. Roger takes Tim to Peter, who acts particular until Tim pleads to ride the Pookah.
Roger asks Tim to teach him to be a jockey. After a fall, Tim massages Roger's leg as Cricket sings "Gotta a New Pair of Shoes." Tim gets a telegram from his sick father Click Donahue (Charles D. Brown), who asks him to throw a race so he can get money for a specialist. Tim agrees, but Click and Doc Godfrey (Henry Kolker) were putting on an act. Tim starts last and finishes fourth. Peter collapses. Tim is warned by officials. At the hospital Tim learns that Peter died. Roger calls on Cricket to say good-bye and invites her to visit him. Roger says he doesn't have money to run the Pookah. Cricket looks for Tim and tells him Roger needs money. Tim goes to his father and asks for $1,000, but Click offers only $100. Tim takes the money and runs. Doc Godfrey tries to buy the Pookah from Roger; but Tim rushes in with $1,000 and recognizes Godfrey as his father's phony doctor.
Jockey Dink Reid (Frankie Darro) tells Godfrey and Click he could win if the Pookah did not run. Roger learns that Tim threw the last race and is questioned by officials. Tim pleads Roger is innocent and is arrested. The Pookah is scratched. Mother Ralph and Cricket see Click bet $1,000. Cricket suggests that Roger ride the Pookah. A policeman lets Tim climb a tree to see the race. Wilkins encourages Roger. Tim tells Roger to take the lead so they won't squeeze him; but he starts last. Roger is squeezed but pushes through and wins. Mother Ralph puts her purse in Click's pocket and has him arrested for stealing. In the final scene Tim and Roger travel to race-tracks as Cricket sings.
The tears in Tim's eyes as he pleads for his friend indicate that the title is not necessarily true. This first co-starring of Rooney and Garland marks a new trend of popular films about young people. The crooked father exploiting his own son shows the darker side of gambling.