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Russian hobo Mr. Valentine leaves the camp of his beggar friends to perform with his trained dog, Flip. Flip's adorable face and tricks enthrall the crowd, but after the local policeman walks by and Flip bites him, Valentine is forced to flee. Back in Valentine's shabby basement apartment, neighbor Helen Baxter visits with leftover food from her cafeteria job. When she questions Valentine about what led such an obviously educated man to his situation, he reveals his past: After alcoholism brings an end to his career as a great Shakespearean actor, he discovers that playing the role of a beggar, bringing people to tears with his fine performances, is equally appealing. He then finds a puppy to perform with, but the attention it receives makes him jealous, so he forgoes its moneymaking capacity until it gives birth to Flip, who is now Valentine's true friend and companion. Valentine's reminiscences are interrupted by the arrival of Helen's boyfriend Freddy, who works at the estate of the wealthy Hawkins family. Hearing Freddy mention a birthday party for little Charlie Hawkins, Valentine suggests that he might perform, and the next day, Freddy subtly convinces Charles Hawkins to hire Valentine and Flip. The children love the performance, especially Charlie, and a happy, drunken Hawkins invites Valentine into his private rooms. The two share drinks and conversation, and soon Hawkins is so taken with his new friend that he provides him with money, food, vodka and cigars. When it is time for Valentine to leave, however, Charlie grows despondent over Flip's departure, but even when Hawkins offers Valentine up to $500 for the dog, the penniless man explains that he could never sell his best friend. Valentine returns to his apartment, where he displays the food and alcohol and sends out a call to Helen and his hobo friends. The basement fills with revelers, who celebrate for hours. Neighbors Jenette Delatour and her partner Billy join the fray, and when they hear about the money Hawkins offered for Flip, Billy stares at the dog. Weeks later, the tramps realize they have not seen Valentine for some time, and one of them, Schreck, decides to visit him. He finds his friend weak from asthma and refusing to go to a hospital, where he would be separated from Flip. Helen has been helping him, but without income, he is soon threatened with eviction. Valentine struggles out with Flip, but during their performance, he collapses and has only enough strength to escape the local policeman. The next day, Helen discovers that the sick man has been forced out of his apartment, and she frantically calls the police, but becomes even more distressed after Freddy explains that the police will arrest Valentine for vagrancy. Meanwhile, Valentine holds court at the hobo camp, where he tells a tragic tale about an ex-wife whom he eventually catches in a tryst with another man, who is the true father of their child. Just as he announces that the story was only a fabrication, he notices that Flip is sick, from cold and malnutrition. Realizing that the only way to save the dog is to provide a good home for him, a brokenhearted Valentine brings Flip to the Hawkins'. The butler will give only him thirty-seven dollars, but Valentine does not care about the payment, only that Flip will be loved and cared for. Flip howls and Valentine weeps as the dog is carried away. Days later, Valentine sees no reason to keep living, not realizing that Flip has been so despondent that Hawkins is searching the city for him. Valentine visits Jenette and Billy looking for Helen, and reveals that he has sold Flip. Believing that Valentine now has $500, Billy trails him into a back alley and there pays a thug to attack the hobo. The thief beats Valentine, but upon discovering the older man has no money, he attacks Billy. Meanwhile, Helen and Jenette have been searching for the men, and they arrive at the alley just after the thug flees. Although Helen begs Valentine to go to the hospital, he insists that he be allowed to die in the hobo camp. At the same time that Valentine expires, murmuring that nothing pleases an actor more than a death scene, Flip also dies, of a broken heart. Moments later, the two best friends reunite and discover that they are about to enter the gates of heaven, to be together forever.