Based on the 1932 film The Crowd Roars and using its footage, a racer reluctantly helps his younger brother become a champion.
On a train back home racing champion Joe Greer (Pat O'Brien) gives Lee Mason (Gale Page) a diamond ring but won't marry her. Joe is paying for his younger brother Eddie's education. Joe is welcomed by his Pop (Granville Bates), Eddie Greer (John Payne), and the mayor. Spud Connors (Frank McHugh) drops a bottle. Eddie show Joe the car he built and says he quit college. Pop says Eddie is local champion. Joe angrily dents the car but fixes it with Spud. Joe races Eddie to teach him a lesson. Eddie takes the lead, and in the dust Joe and Spud drive off the track. In the next race Joe takes the lead, and Eddie cracks up his car. Joe tells Eddie he'll pay his college tuition; but Eddie drives to Los Angeles and meets Lee and Frankie (Ann Sheridan) in the bathroom. Spud is greeted by his wife Martha Connors (Grace Stafford) and his son. Lee welcomes Joe, who reprimands Eddie but says he'll teach him if he'll study at night. Joe and Eddie go on the racing circuit.
Lee and Frankie argue about Joe, and Lee gets a fur. Eddie arrives, but Joe makes him leave and tells Lee that Frankie must leave too. Frankie asks Eddie about his car. Spud tells Lee that Eddie is seeing Frankie, and Joe will blame her. Lee asks Frankie not to see Eddie; but Frankie says she is in love with Eddie. At a night-club Frankie says Eddie should not spend Joe's money on her. Lee and Joe arrive and see them. Joe tells Frankie not to see Eddie, who is getting a lucrative offer from Duncan Martin (William B. Davidson). Eddie says he is marrying Frankie, and Joe slugs him. Joe tells Lee he is through with her too. Joe drinks before a race and fires Eddie, who is driving for Martin and slugs Joe. In the race Eddie takes the lead from Joe, and Spud intervenes. Joe causes Spud's car to burn, and his wife Martha runs out on the track. Eddie and Joe stop. Joe tells his lawyer to give Spud's wife $25,000 but tell her it is insurance.
Joe loses his endorsements, and Eddie becomes a champion. Eddie tells his wife Frankie he is going to Indianapolis. Joe hitch-hikes and fails to get any job from old friends there. Joe finds Lee and says he stopped drinking. Lee tries to encourage Joe. In the 500 Eddie leads but is injured when a tire blows. Lee persuades Joe to drive for Eddie. Joe tries to regain the lead and wins before his tire blows. In the ambulance Joe gives Lee a wedding ring but tells his driver to race Eddie's ambulance.
Joe wants a better life for his brother but finds that
telling him to do as he says, not as he does, does not work. Joe
judges Frankie harshly but eventually comes to realize the value
of the love he gets from Lee.