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In a small French town, the recently orphaned Lili Daurier arrives at the local bakery, only to discover that the owner, who had promised her father he would give her a job, died the previous month. The proprietor of the general store takes the destitute young woman in, but promptly makes a pass at her. At that moment, Marc, a member of a traveling carnival, comes into the shop to buy handkerchiefs and helps Lili get away. Lili then follows the debonair Marc and his friends, puppeteers Paul Berthalet and Jacquot, back to the carnival grounds, and begs Marc to let her stay with him. Marc gets Lili a job as a waitress at the carnival's cabaret, and that night, Lili watches, enchanted, as Marc performs his magic act, assisted by his glamorous partner Rosalie. Lili is fired for neglecting her job, however, and when Marc offers no sympathy, she considers jumping off the acrobats' ladder. She is stopped by Paul, who speaks to her from behind the puppet stage and improvises a show with his puppets to cheer her up. The other carnival workers slowly gather to watch as Lili converses and sings with Paul's alter ego, the puppet Carrot Top. Recognizing the audience appeal of Lili's innocent charm, Paul and Jacquot incorporate her into their act. When he is not speaking through his puppets, however, Paul, who is jealous of Lili's infatuation with Marc, treats her coldly. Lili privately asks Jacquot why Paul is so angry, and he explains that the puppeteer had been a famous dancer before his leg was injured in the war. The new puppet act is a great success, but Paul remains tortured by his feelings for Lili. One day, Lili is devastated to learn that Marc is leaving the carnival to take a job with a fine hotel. That night, Rosalie tells Marc that she refuses to go on keeping their marriage a secret. Marc leaves their trailer to escape her nagging, and Lili offers him coffee in the trailer that she shares with Paul and Jacquot. Marc flirts with Lili and is about to kiss her when Paul comes in. After Marc leaves, Paul berates Lili viciously. Lili notices that Marc has left his wedding ring behind and tries to run after him, but Paul misunderstands her intentions and slaps her. Later, Paul is approached by Tonit and Enrique, who have been observing his act. Tonit, who recognizes Paul as the former dancer, offers him an engagement with Les Follies Paris. Paul is genuinely moved because Tonit praised his work as a puppeteer before learning about his injury, but Jacquot, who has come in with news for Paul, says they will have to consider the offer. After Tonit and Enrique leave, Jacquot tells Paul that Lili is leaving because of his cruel treatment. Meanwhile, Lili returns Marc's wedding ring and, after reproaching herself for her foolishness, says goodbye to the magician and his wife with great dignity. Lili prepares to leave, but as she walks by the puppet theater, Carrot Top calls out and begs her to stay. Through the puppets, Paul expresses his affection, but when Lili suddenly pushes aside the curtains, he resumes his usual gruff manner. Lili sadly sets off on foot, but after walking a good distance, she realizes that the spirit behind the puppets she loves is Paul's. She runs back to the carnival and joins Paul in a joyful embrace as the puppets applaud.