Spoilers Below!

Brad Braden, the general manager of a large travelling circus, is forced to cope with a number of problems as his troupe travels around the country.   To keep the 1400 people working under him in a job, he persuades the administrators to allow him to keep the circus on the road as long as it is making money.   He signs a trapeze act, The Great Sebastian, to pull in the crowds, which means relegating Holly, his long-time girlfriend, who is also a trapeze artist, to the second ring of the circus.   She and Sebastian embark on a duel to out-perform each other in the air with increasingly dangerous stunts.  To add to his woes, Brad discovers a crooked sideshow promoter running scams, and fires him.

 Meanwhile Buttons, one of the troupe’s clowns who never removes his make-up, is warned by a woman (who turns out to be his mother whom he sees only once a year) that ‘they’ are asking questions about him.   Buttons is unusually adept at administering first aid, and Holly’s suspicions about his past are aroused when she comes across a newspaper article about a doctor on the run after mercy-killing his wife.

Despite their rivalry in the air, Holly and Sebastian share a mutual attraction, and a relationship develops between them, much to Brad’s consternation.   Sebastian suffers a career-ending injury when he falls while performing without a safety net.  Buttons tends to his injuries, and hesitantly explains, when questioned by a doctor who admires his work, that he used to be an assistant pharmacist.

When Sebastian returns to the circus, Holly declares her love for him.   A disconsolate Brad turns to Angel, Sebastian’s rejected girlfriend, for comfort.

A detective questions Brad about Buttons and shows him a photograph.   Brad, who by now has figured out Buttons’ true identity, warns him that the detective is aboard the train transporting them to the next town, and that the police will be taking fingerprints.   Buttons tells Brad that Sebastian is beginning to get some feeling back in his injured hand – an indication that his disability isn’t permanent.

Meanwhile, the crooked promoter fired by Brad, and Klaus, an elephant trainer harbouring a grudge after his romantic advances were rebuffed by Angel, sabotage the track so that the circus’s two trains collide at speed.   Brad is critically injured in the smash, and Holly persuades Buttons – who was about to make his escape – to return to the scene to treat him.   Buttons saves Brad’s life, thanks in part to a blood transfusion from Sebastian.   Once Brad is out of danger, Buttons is arrested by the detective.

To save the circus from bankruptcy, Holly, who has now realised she loves Brad and not Sebastian, organises a circus parade through the nearest town and stages an open air show near the crash site.