A parade highlights the Screen Actors Guild's Film Stars Frolic, hosted by Walter Winchell as Master of Ceremonies. The Royal Canadian Mounted parade; William Gargan, Gary Cooper and his wife Rocky are seen; Mary Astor is Queen, and James Cagney, on a horse, is Prince of Pep. Ann Harding on a horse, 'Stuart Erwin (I)' in an oxcart, Eddie Cantor in a chariot, Wallace Ford and Shirley Temple are seen, Chester Morris and Mary Astor catch the chariot race, and Alice White and husband Sy Bartlett are seen. Billy Barty bursts a balloon of Italian balloon seller Monte Carter and is chased. Lee Moran is a barker, Mary Astor buys a balloon, Arthur Housman, drunk, leers at her, and Mary loses her pearl necklace as barker Sam Hardy guesses Billy's weight wrong. The balloon man pays Billy to pop balloons in order that more will be bought. Meantime a necklace search is underway and Chester's balloon is popped. An organ grinder with a monkey plays "Dixie" and Winchell announces that Shirley Jean Durst will do horse tricks. William S. Hart and 'Alice Faye' sit together; May Robson is glimpsed, as a cop becomes suspicious of Billy. A Texas longhorn steer jumps over a car; 'Kenneth Thomson (I)' looks for the necklace, which Mary finds on Housman's balloon. Cantor looks at the camera, Mary smiles, and it's all over.