Nick Pallas is a young runaway determined to make a life for himself in the circus. He quickly meets up with Harry who takes the youngster under his wing. Nick's speciality in the side show is puppeteering and is billed as the "World Youngest Puppeteer". His first day at the circus Red takes him around to meet all of the other side show attractions: midget couple Tom and Thelma Tiny, world's tallest woman Goliatha, sword swallower Excalibur, tattooed lady Paula Picasso, the Man Without a Face, and a few others like the woman with no limbs and some really fat lady. The side show folks are not to associate with the big top folks, and no one associates with the carny. Nick ignores this rule, however, much to the chagrin of the circus manager. He befriends Zaranov, the lion tamer, and falls in love with Graciela one of the main attractions. Things looks great for Nick, but he will soon discover things that aren't all that nice.