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The story is told as a series of memories about the life in the Benzini Circus by Jacob Jankowski, a "ninety or ninety-three year-old" man who lives in a nursing home. With a travelling circus in town and his son forgetting it was his turn to visit he is found standing in the rain in the parking lot hoping to watch the spec. Having missed it he is ushered inside and while the manager Charlie figures out who to call and Jacob begins to tell him about circus life. Curious how he knows so much and if he can recall any details about the famous end of the Benzini brothers he begins telling the story about his life in the circus.
We flash back to him in the prime of his life right before his final veterinary exam at Cornell University. Right before the start of the exam Jacob is called from the room and told that his parents were killed in a car accident. Jankowski finds himself suddenly orphaned and financially broke after his father gambled everything on his future. Alone and adrift with his life in turmoil he jumps onto a passing train belonging to the Benzini Brothers Most Spectacular Show on Earth and enters a world of freaks, drifters, and misfits. He immediately finds himself under the wing of Camel one of the old timers aboard.
In the first town he is instantly drawn to the premier act of this traveling side show circus, Marlena who is the wife of the head trainer and guy in charge August. She captures Jacob’s attention with her beauty and prize horse Silver. He sees that the horse is in pain and offers to take a look. Before he can make a diagnosis her act is called to the stage and she is gone. Told he is out of his league he focuses on getting a job in the curcus and spends the day shoveling animal dung.
That night back on the train he is brought before August to ask for a job. He is told to not mention the Ringling Bros Circus their main competition as it angers August. August suggests he is nothing more than a thief and a stowaway and should be tossed from the train. Jacob tells him he is a veterinarian and that he is sure Ringling Bros. surely has one in their payroll.
This consequently leads Jacob to share quarters with a dwarf named Walter (who is known as Kinko to the circus) and his dog Queenie. August gives Jacob a chance the next day when he is told to diagnose what ails Silver. Marlena suggests it’s nothing more than an abscess and requires hot water and rest but Jacob confides to August that it is more severe and that Silver will not recover and should be put down.
In a moment of weakness for both Silver and Marlena he shoots Silver even after he is told to keep him alive and performing for a few more shows. Angered by Jacob’s disregard for his instructions August nearly fires him.
A few weeks later Jacob is asked to take a look at Camel who, after drinking Jamaican ginger extract for many years, can't move his arms or legs. Fearing Camel will be "red-lighted" (referring to the practice of throwing circus workers off a moving train as either punishment or as severance from the circus to avoid paying wages), he hides him in his room.
In attempt to save the circus with falling revenues August decides to purchase an elephant named Rosie from another circus that didn’t survive the hard times. Jacob is called to August and Marlena’s train car to celebrate and August eventually passes our drunk while Marlena asks Jacob to dance.
The three then enjoy a night on the town in a prohibition bar dancing and drinking. Their night is disrupted by the police and august is separated from the other two in the commotion. While hiding from the police Marlena and Jacob exchange a passionate kiss. They separate and return to the circus to avoid any suspicion.
August can be utterly charming or a brutal man who abuses the animals and the people around him. When Rosie is not cooperative with training and nearly causes Marlena to be hurt he takes his frustrations out on the elephant leaving it hurt. This leaves August and Marlena’s relationship strained.
A few days later after discovering that August has tried to see Marlena, Jacob visits her in her hotel room. Soon after he comforts her however, the couple sleep together and then eventually declare their love for each other. Marlena soon returns to the circus to perform but refuses to have August near her.
While trying to repair that relationship August grows suspicious of her relationship with Jacob and beats them both up. August would have killed Jacob on the spot if they didn’t have an audience of local patrons passing by. Jacob now finds himself now unemployed and August’s henchmen Uncle Al looking for him.
Jacob convinces Marlena to leave August and they jump from the train just before being caught by August’s goons and head to a local hotel to decide what to do. They awake in each other’s arms and Marlena pleads that they must run but before they can they are found and Marlena is taken back to the circus and Jacob is left unconscious on the floor.
One night Jacob climbs up and jumps each car, while the train is moving, to August's room, carrying a knife between his teeth intending to kill August. However, Jacob backs out and returns to his car, only to find no one there but Queenie. He then realizes that Walter and Camel were red-lighted and Jacob himself was supposed to be too.
As the story climaxes, several circus workers who were red-lighted off the train come back and release the animals causing a stampede during the performance. Believing that this was all orchestrated by Jacob August sets his sights on him.
In the ensuing panic, Rosie the Elephant takes a stake and drives it into August's head. His body is then trampled. Jacob was the only one who saw what truly happened to August. As a result of this incident, which occurred during a circus performance, the circus is shut down. Soon after, Uncle Al's body is found with a makeshift garrote around his neck. Marlena and Jacob leave, along with several circus animals and begin their life together.
It is revealed that Jacob and Marlena married and had 5 children spending the first seven years at the Ringling Bros. circus before Jacob got a job as a vet for a Chicago zoo. Marlena is revealed to have died a few years before Jacob was put into a nursing home. He begs the manager Charlie to allow him to accompany the circus by selling tickets. Charlie agrees and Jacob believes he has finally come home.
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