At the mechanical man booth, Blackie gets in and says that he is a friend of Worth. But the thugs come in as Blackie makes his escape and commandeers a car from a woman (Rochelle Hudson) parked on the street. They flee with the thugs in hot pursuit. Blackie drives the car into a boxcar on a railroad. Hudson gets curious about what is going on, but Blackie is evasive. Then, when they get back in the car, a radio report says that Worth was a spy. Blackie reveals to her who he is, and she wants in on the mystery, and since it is her car, she has some leverage. When they get back to the apartment, Farraday is convinced he is a killer, even though he regrets having to arrest him. Blackie (Morris was actually an accomplished magician) puts Farraday through a series of card tricks, which he then keeps to have Blackie fingerprints. The lab man tells him they are not Blackie's and Farraday is glad. The lab man tells him that these prints match the prints on the dart that killed Worth.
Back at the carnival, Blackie and Hudson are looking for a clue. The thugs spot them. Blackie looks through a telescope across the bay and spots Morse code being flashed by a ship. He knocks the thugs down with the telescope and they escape - again. He calls Runt and clicks a message to him in code, but Farraday is listening and also hears it. He ties up the Runt and heads out to meet Blackie. Blackie is still looking for a sign that has the clue. They discover that the man who guesses weights says 162 1/2# when the person is to be admitted to the tent. Then Blackie stops a flashing sign - just as Farraday walks up and cuffs him. Blackie punches him and escapes. They hear code being beeped as they work their way under the pier. They learn that the gang is stealing a Navy bombsight. They head back to the apartment and manage to trap Farraday and a policeman in the elevator. They let them loose and put them up in the apartment for the night. They lock them in the bedroom and head for Hudson's apartment.
The next morning Blackie is gone. Runt heads to the carnival to keep an eye on him, but the thugs knock him out and capture him. When Blackie returns, Hudson wants to go with him, but he locks her in the closet by placing a chair against the door. Farraday finally traces her apartment location and show up to let her out.(This time, the same door is shown with a different chair - Hollywood mistake). Hudson tells Farraday what is going on, and they head for the carnival. In a slam-bang finish, Blackie and Farraday break up the gang.
Blackie leaves the girl and drives into the sunset, but not without a couple of smooches.

Worth

Wagenheim

Hudson
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