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The elderly Dr. Lao, a Chinese showman, rides into the desert town of Abalone, places an advertisement in the local newspaper announcing the impending arrival of his circus, and in the time preceding its arrival learns a great deal about Abalone's citizens. He becomes fond of Ed Cunningham, the newspaper editor, and takes an interest in Ed's romance--which is not progressing smoothly--with Angela Benedict, the local schoolteacher, librarian, and widowed mother of 8-year-old Mike. Ed, through his editorials, is conducting a war against Clint Stark, a local bully who is trying to buy up the town because he knows that a railroad will soon come through Abalone. The whole town attends Dr. Lao's circus, and as part of the evening's entertainment Dr. Lao assumes various disguises to show the townspeople how weak and small-minded they are. As the blind seer Apollonius he puts the mirror of truth before the town gossip; as Medusa he turns a shrewish housewife temporarily into stone; as Pan he cements Ed's romance with Angela; and as a serpent he shows Clint the error of his ways. Clint's unreformed henchmen wreck the newspaper office, but Dr. Lao magically restores it to its former condition. Seeking revenge on Dr. Lao, the frustrated wreckers shoot at a bowl containing, they assume, Dr. Lao's pet fish. The creature in the bowl, a huge sea serpent sworn to devour Dr. Lao, begins to grow, sprouts seven heads, and pursues Clint's henchmen. The appearance of Dr. Lao saves Clint's men but jeopardizes Dr. Lao, who magically reduces the monster to fish bowl size. The next morning Dr. Lao departs Abalone, leaving a better town than he found.