Orphaned Cory (Dan Byrd) runs away from his foster parents and meets Carlotta (Julie Harris), a feisty lady fleeing her nursing home. The two team up and decide to chase their common dream of joining the circus. They track down a traveling show run by frenetic boss Ed (Mickey Rooney) and are shown the ropes by wise clown Dinghy (Charles Nelson Reilly). By entertaining others they find the love they had been missing in their respective institutions.