Young, naïve Lili (Leslie Caron) joins the traveling carnival and becomes part of the show run by the crippled puppeteer Paul (Mel Ferrer). Lili adores each of the puppets but finds Paul angry, misanthropic and a bit frightening.
She is in love with the handsome, vain, conceited, womanizing magician Marcus the Magnificent. But occasionally, Lili sees signs that underneath his hard exterior, Paul is kind and gentle. She learns that Paul was once a great dancer, but was wounded during the war, and has never been able to dance again.
When Marcus is offered a great deal of money, he decides to leave the carnival, and reveals that his assistant (Zsa Zsa Gabor) is really his wife. Lili realizes how foolish she has been, and decides to leave the carnival also. She packs her bags and begins to walk home, down a country road.
As she walks, all of Paul’s puppets appear to her, human sized, in a daydream. She dances with each of them, and one by one, each of the puppets transforms into Paul. Lili finally understands that each of the puppets she adores represents a part of Paul’s personality, and that Paul is the man she truly loves.
She returns to the carnival, where she finds Paul. They embrace and kiss.
Thanks John L!