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A circus trapeze artist, Cleopatra, takes an interest in Hans, a midget who works in the circus sideshow. Her interest however is in the money Hans will be inheriting and she is actually carrying on an affair with another circus performer, Hercules. Hans's fiancée does her best to convince him that he is being used but to no avail. At their wedding party, a drunken Cleopatra tells the sideshow freaks just what she thinks of them. Together, the freaks decide to make her one of their own.