Lili, a lonely orphan, is enchanted with a traveling carnival troupe. She finally gets to join the troupe and ends up working with the puppet act. Meanwhile, both the puppeteer, Paul, and the magician, Marco the Magnificent, have fallen in love with Lili. The two men engage in a fierce rivalry for Lili’s affections. In the end, Lili chooses Paul and they live happily ever after.