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Cory (Dan Byrd), a boy feeling unwelcome in a new foster home, meets Carlotta (Julie Harris), a onetime circus performer chafing at her new surroundings in a nursing home. Inspired by Carlotta's tales of the big top, Cory runs away with his new friend to join the circus. Taken in by Boss Ed (Mickey Rooney) and befriending Dinghy the clown (Charles Nelson Reilly), the pair finds a real home at last. Baseball great Joe DiMaggio makes a cameo.