Traveling strongman Zampano (Anthony Quinn) buys the simple Gelsomina (Giulietta Masina) from her starving family so that he will have an assistant. Zampano treats Gelsomina horribly and takes her for granted, but she remains basically positive and happy in her outlook. Things begin to change when Gelsomina meets a clowning acrobat (Richard Basehart) and both men begin working at the same circus.
