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Circus trapeze artist Cleopatra takes an interest in Hans, a midget who works in the circus sideshow, but she is only interested in the money he will be inheriting; she's involved in an affair with another circus performer, Hercules. Hans's fiancée does her best to convince him that he is being used but to no avail. At their wedding party, a drunken Cleopatra tells the sideshow freaks just what she thinks of them. Together, the freaks decide to make her one of their own.