An aging out of work clown returns to his small hometown, resigned to spend the rest of his days in a drunken stupor. But when his passion for clowning is reawakened by the local amateur circus he finds his smile.

Seymour Smiles, an ex-professional clown in his fifties, arrives in his hometown beat down, boozed-up, and falling off a freight train boxcar. Seymour returns to his abandoned childhood home, determined to drink away the rest of his days in depressed solitude. But that is easier said then done in small town Indiana and soon the word is out that Seymour has come home. And Seymour is no average hometown boy.

Seymour, the son and grandson of two very famous clowns of yesteryear, Miles O' Smiles and Sonny Smiles, is finally convinced by his childhood friend, Bob Patterson, to join the local amateur circus and lead the clown squad. Sadly, Seymour only becomes more and more drunken and belligerent and is soon forced to leave the circus, mostly at the urging of the Head Trainer of the circus, the no-nonsense Aggie Anderson.

Matters only get worse when Seymour finds out his family's home is being repossessed by the bank. Homeless and penniless, Seymour finds himself secretly living in the large circus arena in the middle of this small Indiana town. Not only does the circus provide Seymour with shelter and food, but it also reawakens his love of the circus and his passion for performing.

Eating humble pie, Seymour apologies to Bob, Aggie, and the other clowns and is allowed to rejoin the circus. Seymour sobers up, gets a job, and finds himself a nice little trailer to call home. He even takes the pesky Ernest, a teenager determined to become a professional clown, under his wing and becomes a mentor.

As circus week approaches all is on track for a happy ending when Seymour's deepest and darkest fears once again overwhelm him. Sent spiraling into a drunken adventure at the nearby carnival with the local barfly named Pike, Seymour ends up missing the final dress rehearsal of the circus. As Seymour awakes the next morning hung-over and hurting all over, he realizes that his has decision to make. With opening night just hours away, Seymour knows where ever he ends up that night is where he'll spend the rest of his life...in the bottle or in the circus.