FRAC (René Bazinet) is a street mime who has lost all love for his art and his life; his melancholy covers him as thickly as the white clown makeup that disguises his true appearance. When an approaching train whistles in the distance, he decides to end it all by reclining on the railroad tracks and closing his eyes. But his plans are disrupted when his devoted 11-year-old friend, MOMO (Clipper Miano), insists on joining him. Jolted back to his senses, Frac pulls Momo to safety, saving both of their lives.

The train that nearly killed them carries a traveling circus. When the caravan stops following the near-accident, Frac catches sight of GIULIETTA (Julie Cox), the troupe’s beautiful lead singer and performer. Watching her from the shadows, Frac falls instantly and rapturously in love.

But to pursue his love, Frac must first overcome the opposition of Giulietta’s father and leader of the circus, FLEUR (Frank Langella). Fleur disapproves of the love-stricken mime, fearing that Giulietta will suffer in the harsh urban world of the streets. Frac is meanwhile distracted by the troubles facing Momo, who is trying to escape MARCELLO (Heathcote Williams), a Fagin-like taskmaster who enslaves young children and forces them to sell flowers on the streets.

When Giulietta abandons the circus to be with Frac, the circus collapses—Fleur is unable to face the audience without her, and the artists perform alone in the deserted streets. In the meantime, with the lovers’ help, the children succeed in rebelling against Marcello. Surrounded by throngs of liberated children, transfigured in brilliant white new clothes, Giulietta returns to the circus. Fleur comes to understand that the mission of the circus is to console a suffering world, to invite the audience, like the performer, to step forward across an imaginary line separating darkness from the light. The show, like life, must go on.