Billy, while wearily trudging along the road, sees the San Diego Fair in the near distance. Believing that he might make some money if he could get inside, he steals in under a visitor's coat tails and after wandering through the interesting streets he sits down on a bench to rest. An old rounder sees Peggy and follows her as she runs from him to the store of her friend, an excitable Italian, who pursues her annoyer and punishes him. Billy and the old rounder meet. They are old friends and the rounder laughs when he sees Billy meet two girls and invite them to dinner, for he suspects that bill has no money. Bill, of course, has none, and when the proprietress demands her pay he suggests to the girls that they should pitch dice to see who shall settle.