A former circus clown and current raging alcoholic begins his belated struggle for redemption after moving back to his small hometown and being recruited by a childhood friend to help a group of local clowns hone their act and get ready for their first performance under the big top. Seymour Smiles (Sid Haig) has a long history in the circus; his grandfather was famed clown Miles O' Smiles, and his father was the beloved buffoon Sunny Smiles. But these days Seymour isn't feeling so funny, and he's decided to move back to his hometown to drink his life away in solitude. His plans are interrupted, however, when his childhood friend Bob (Richard Riehle) convinces him to whip a local clown squad into shape before the opening night of the surface. These days the spotlight is the one thing that Seymour fears most, but perhaps all he needed to regain his confidence and carry on the family tradition was a gentle push from an old friend.