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In Munich, Germany, Lilly, an impoverished local woman, picks the pocket of visiting carnival spieler Toni. Instead of turning Lilly over to the police, Toni persuades Karl, the carnival's owner, to give her a menial job with the show. Lilly's gratitude develops into a passionate affair with Toni, but she soon realizes that he is a cad when he treats her badly. Later, Franz, the carnival's high-dive performer, who dives from atop a 150-foot ladder into a flaming, six-foot-deep tank of water, suggests that Lilly train to become his partner. Lilly's training goes well and she is soon ready to perform with Franz. Their act becomes the hit of the carnival and they marry. Lilly, however, is not really in love with Franz and is still drawn to Toni, although he has seduced another female performer in the carnival. After Lilly confesses to Toni that she is still in love with him, Toni persuades her to get some money so that they can run away together. When Franz discovers them together, he beats Toni and demands that Karl fire him. The next day, while Richard, a photographer friend of Franz, covers the high-dive act for a magazine, one of the top rungs on Franz's ladder breaks and he falls to his death, leaving Lilly a wealthy widow. Lilly then decides to continue the act and negotiates a new contract with Karl. When Toni returns, Lilly again permits herself to be seduced, but finally ends their relationship when he steals all her money. After developing a tender romance with Richard, Lilly decides to perform Franz's most difficult dive, but miscalculates and is seriously injured when she hits the water. Richard helps Lilly to recuperate and they fall deeper in love. Without its star attraction, the carnival suffers a substantial drop in revenue and Karl decides to move on to Frankfurt where a recovered Lilly rejoins the show. Toni returns once again and tries to persuade Lilly that they can make a lot of money together. However, Lilly is now able to resist his advances and refuses to have anything to do with him. Furious, Toni then reveals that he sabotaged Franz's ladder, causing his death, and threatens to implicate her in Franz's murder. Toni grabs Lilly, who screams, alerting her friend Groppo, the carnival's mute strong man, who chases Toni through the carnival and onto the ferris wheel. Toni falls to his death when Groppo pushes him off one of the wheel's gondolas. As the police lead Groppo away, Lilly is now free to find happiness with the devoted Richard.