Frankie and Patch are friends who work for the Great American Carnival, a small-time circus that caravans through the South. Frankie performs as The Mighty Bozo, a dunk-tank act that needles the crowd, while Patch pockets the winnings and keeps the show afloat. Patch is also the crew’s “adjuster,” his carny nickname, the person who negotiates deals with local officials and the underworld to keep the carnival rolling.
What it takes to keep the show open varies from town to town. In one place, it means settling a city official’s gambling losses with a pile of free passes to the midway. In another, it means turning a blind eye to strippers while keeping the freak show closed. In a third, it involves supplying an underworld boss’s enforcer with a girl he fancies. Patch excels at stitching these deals together and maintaining harmony among the carnies, but he also hates feeling like a fool when others try to manipulate him.
At one stand, Donna, an independent 18-year-old bored with small-town life, strikes up a friendship with Frankie and, at his invitation, follows the carnival circuit. Patch isn’t thrilled about her presence and would like her out of the picture. To quiet Patch, Donna accepts a job with the strip show as a “side girl,” a backup dancer who doesn’t actually remove her clothes. Patch plants the seed with Delno, the carny who runs the girlie show, that Donna wants to “work strong.” When she’s thrust onstage, she freezes and a brawl erupts. Afterwards, she covers for Patch by taking the blame, blaming the setup on Patch’s machinations and Heavy’s protection.
Frankie then gets Donna a position in the string joint, one of the midway games of chance, under the guidance of Gerta. With coaching on how the game works, Donna becomes a skilled con artist, learning to coax marks out of their money while keeping herself from giving away too much. After one successful scam, she ends up in bed with Patch, and the secret liaison strains Frankie’s relationship with both Donna and Patch when he catches them together.
Meanwhile, a con run by Nails, the crime boss’s chief enforcer, goes awry. Losing money angers the local underworld muscle crew, who wreck the Bozo Joint and fatally wound On-Your-Mark, a carnival veteran who had planned to retire after the season. Marvin Dill, the crime boss, moves in to extort more money, but the carnies have had enough. To avenge On-Your-Mark and shake off Dill’s pressure, Patch, Frankie, Donna, and Heavy stage a calculated ruse on Dill, staging the apparent beheading of Skeet to throw Dill off their backs and reclaim a measure of control.
The film ends with the Great American Carnival continuing its journey. Donna asserts her independence, no longer simply Frankie’s girlfriend, while Frankie and Patch reconcile their differences. The closing implication is that Heavy will retire in a season or two, allowing Patch to step into the top spot and run the show in the years to come.
