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NOTE: This spoiler was submitted by TudorQueen.

The movie opens in roughly the present day, and the circus is in town! Or, rather, it was in town – they’re taking it down in what looks to be a driving rain. An elderly gentleman (Hal Holbrook) is standing in the middle of the parking lot, looking bewildered. He’s right in the path of a large truck, which waits impatiently while the ticket taker (who the gentleman mocks for his piercings) tries to get him to move along. Another young man, Charlie ( evidently some sort of manager), is more compassionate, and eventually coaxes the elderly gentleman inside, out of the rain. The gentleman introduces himself as Jacob Jankowski; at first he denies having come from a senior home in the area, but eventually admits to it – he clearly despises the Home, and claims to be in perfectly fine mental and physical condition, “just old”. He’s a widower, with five grown children, none of whom “had room for me” but they take turns visiting. The eldest forgot that it was his turn today, so Jankowski took off on his own to see the circus, only to find out that there was no evening show, only a matinee.

Charlie, having given him a drink, is surprised to learn that Jankowski is himself ‘circus folk’, having worked for two different operations – including the Benzini Brothers, which Charlie identifies as having been the site of one of the all time worst circus disasters. Jankowski claims to have been “Right in the thick of it”, and Charlie encourages him to tell the story. “We’ll need another bottle of this,” the old man cautions, and starts the story, beginning with the tragic turn of events that led him to ‘run off with the circus’. We go from Holbrook’s voice to that of Robert Pattinson (Young Jacob) as he tells of being the son of Polish immigrants who loved and nurtured him, encouraging his dream of becoming a veterinarian and joining his father’s practice. Although it is early 1931, and the Depression is everywhere “there was no depression in our house.” Jacob is finishing up his veterinary studies at Cornell, and that day will sit for his final exams. His parents see him off with pride, but just as he is about to open his exam booklet, he is called out of the room to receive tragic news – his parents have both been killed in a car accident. Humiliation follows grief, as Jacob learns from a contemptuous banker that his parents mortgaged everything in order to pay his tuition. He must vacate the family home at once, and even his father’s practice now belongs to the bank.

Dazed and bereft, Jacob packs his few remaining belongings and, without even returning to school, decides to seek his future in the nearest city. He never gets there, and instead ends up hopping a freight train – losing his one suitcase in the process – and being immediately threatened by a few toughs already on board. He’s saved and befriended by Camel (Jim Norton), who reveals that Jacob has boarded a circus train – that of the Benzini Brothers. He shares food and a Jamaican ginger liquor substitute with Jacob, and tells him they’ll find him some work when they get to the next gig, and if he does it well, he’ll be introduced to management. Indeed, the next day finds him shoveling animal dung, helping to pitch tents, and ‘working the rubes’ – pushing the locals towards the sideshow, while making sure no one gets in without paying. He is able to see parts of the actual show and is clearly fascinated by it, particularly the ‘star attraction’ – a beautiful blonde female rider (Reese Witherspoon) working a set of black and white horses. He later sees this woman working quietly with the lead horse, and notes that the horse is in some sort of distress. He offers to ‘take a look’ but before he can finish, she’s called away. Later he finds out that the woman – who he finds ‘luminous’ – is Marlena Rosenbluth, wife of the ringmaster/owner August. Camel warns him off Marlena – “You don’t talk to her and she don’t talk to you” – and brings him to meet August (Christoph Waltz). Camel advises him not to talk too much and above all, not to mention Ringling Brothers, who August hates with a passion. Although he makes every mistake Camel warned him about, he is able to turn things to his advantage, especially when he reveals that he is a vet with a Cornell Education (he leaves out the part about skipping his finals) which August is happy to discover not even Ringling has.

August asks Jacob to examine the lead horse, who Marlena insists simply has an abscess. Unfortunately, Jacob diagnoses laminitis and says that the horse should be put down to avoid catastrophe to Marlena while riding, and to save the horse from greater pain. Instead, August orders him to get the horse ready to perform. Jacob defies his new boss, and with Marlena cradling the horse as best she can, he shoots the poor animal. This begins a bond between Jacob and Marlena, based on their love of the animals in their care. August threatens to ‘red light’ Jacob (the circus tosses roustabouts off the fast-moving train when they can’t pay them, or for various infractions of the rules) and then plays a mean trick on him while showing him how to feed the ‘big cats’, but admits that Jacob did potentially save Marlena’s life, and Marlena means more to August than anyone or anything.

Jacob is introduced to the circus members as the new ‘Ivy League’ vet and ‘animal man’. Some, like Camel and the ‘hoochie dancer’ Barbara take to him right away, while others are hostile and suspicious, especially the dwarf Kinko, who is forced to accept Jacob as a roommate. Even Kinko’s dog, Queenie, seems to hate Jacob.

August, on the other hand, is increasingly pleased with his new employee, inviting him to the stateroom he shares with Marlena for ‘cocktails and dinner’, and even providing Jacob with formal wear for the occasion. During this dinner party, Jacob sees the charming, expansive side of August, and his deep love for his wife. (in the book, it is stated outright that August is a paranoid schizophrenic with wild mood swings). When August has too much wine, Marlena puts him to bed; when she returns to the living area of the car, Jacob begins to excuse himself but she asks him to stay and dance with her. It’s already clear that he’s falling for her, and although she says she really wants him to become a friend to both her and August – who she says ‘really needs a friend’ – she seems drawn to him in more than a ‘friendly’ way. They come dangerously close to sharing a kiss, and he leaves abruptly. He encounters the other roustabouts and performers having an informal party of their own, which turns into his ‘initiation’, which he takes good naturedly. Later, when Queenie seems subdued and ‘isn’t hating on me’, Jacob offers to examine the dog for Kinko, who eventually confides to Jacob that “my real name is Walter.”

The circus is in dire straits financially, not helped by the loss of the lead horse in Marlena’s act. When Benzini Bros comes across a ‘belly up’ circus along their route, they scavenge whatever acts and materials they want – standard procedure during this period. August is ecstatic to discover what he feels can be a true ‘star act’, and the salvation of the circus – a bull elephant named Rosie (played by Taj). Marlena is initially terrified, but August promises her that they will make her a bigger star than ever, reminding her that she didn’t know how to ride when they started together. He instructs Jacob to train Rosie, leading Jacob to finally admit that he’s not a real veterinarian, as he never took his exams. August brushes this aside cheerfully, noting that everyone claims to be more than their qualifications might state, but in the end it’s passion and natural gifts that matter, and he knows Jacob has those in spades.

Rosie’s training gets off to a poor start, and an impatient August goads her with a ‘bull hook’, instructing Jacob to do the same. Jacob is appalled by this, as is Marlena, and he begins to notice that Marlena herself bears signs of similar rough treatment. Later, as Jacob and Marlena try gentler methods, including music (which Rosie seems to like), they find themselves drawn close again, though nothing happens. Jacob also notes that Rosie is actually quite clever, and is able to pull out her stake and carry it with her when she wants to dip into the lemonade nearby, and then she’ll go back and put the stake in as if nothing happened (this will come up again later).

With the entire future of the circus riding on Rosie, August presses Jacob to get the act ready for the next town. The debut starts out well, but when August stabs her in the ring with the bull hook, Rosie rears up, scaring the audience. The elephant runs off, and only Marlena’s poise and acrobatic skills save them from disaster. Jacob and Camel are sent to find Rosie and bring her back. They discover that large amounts of liquor calm her, and also that she understands Polish – which Jacob speaks fluently; they are able to coax her back fairly easily. August, however, is not so easily pacified. He attacks the animal repeatedly with the bull hook. Jacob and Marlena are horrified by this brutality, and do their best to heal the jagged, bleeding wounds on her hide. Later, Jacob visits a disconsolate August, who is deeply sorry for what he did and fears Marlena will not forgive him, even though his actions were motivated by his love for her and fears for her safety. He asks Jacob to speak to her, and Jacob seems able to forgive his employer, dropping the bull hook he’d brought with him.

When Rosie is healed, Jacob and Marlena demonstrate her ability to respond to Polish and execute a number of complex commands in that language. Rosie’s next appearance under the big tent is a rousing success, and she becomes the star attraction everyone was hoping to see. Flush and exuberant, August takes Jacob and Marlena to a speakeasy for champagne and dancing. While he’s getting more champagne, Marlena reveals that August has had many, many ‘star attraction’ animal acts with her, and has gained and lost many fortunes. She also tells Jacob about her past – a poor orphan placed in exploitative foster homes, with no sense of home or family of her own. When the circus came to town, she stood outside the dress shop where she worked, enthralled by the music and magic – and when she saw August standing there, fell in love almost immediately, and knew she’d ‘never be living with strangers’ again. But she’s clearly exhausted and worn, and admits that she hasn’t left August because for better or worse, this is her life now and she doesn’t know how to find a better one.

The speakeasy is raided just then and Jacob is able to get Marlena out into an alley, where they finally kiss. Marlena then breaks away frantically, warning Jacob not to follow her. Conflicted, he obeys her wishes, and makes his way back to the circus alone. There, he discovers that the alcoholic Camel’s reliance on “Jamaican Ginger Root” has caused a neurological breakdown that leaves him nearly unable to walk. Knowing that he could be red lighted – that, indeed, roustabout Blackie looks forward to such opportunities – Jacob and Walter hide Camel, resolving to keep him under wraps for the two weeks necessary before their engagement near the town where Camel’s son lives.

The next day August thanks Jacob for looking after Marlena and expresses affection and concern for the young vet. However, after their next show – a huge, sold-out triumph – he sees Marlena whisper to Jacob that she wants him to bring Rosie to her tent later, and we see his entire expression change. Sure enough, Jacob brings the elephant over, where Marlena is setting up a nice dinner for two, a surprise, she tells him, for August – who shows up just a little early, full of solicitous apologies for ‘ruining the surprise’. Marlena assures him he hasn’t ruined anything, and motions to the intimate little table, telling Jacob he can go now. August insists that Jacob stay, and gradually spins out of control, denouncing them both, and calling Marlena a whore. Both insist nothing has happened between them and Marlena assures August that she loves him, is his wife and will never leave him. He seems to accept this reassurance, but then denounces her again, most cruelly, which induces Jacob to attack him. Soon the two men are brawling on the ground, and then Blackie and another roustabout join in, restraining Jacob. As August is about to move in on his helpless rival, someone points out that there are ‘rubes’ all around, and August can’t do such a thing in front of local witnesses. Angrily, August has Jacob released.

That night, as the train is about to move out, Marlena comes to the roustabouts’ quarters and warns Jacob that he’s going to be ‘red lighted’. She tells him his one chance of survival is to jump now, and instructs him to go to a hotel in town but stay no more than one night. Jacob says he’ll do it if she goes with him. She hesitates. He assures her that whether or not she goes with him, whether or not she loves him or wants him to love her, there is a better life for her somewhere, she just needs to pursue it, and she does deserve more. Decision made, she grabs his hand and they jump together; they go to the hotel together, and make love for the first time. The next morning he starts putting together a plan: he’ll contact Cornell and arrange to take his exams, and, once he has his license they’ll offer themselves to Ringling Brothers, who won’t be able to resist an Ivy League vet and a superb trick rider in one hard working package. As she takes this in, the door is suddenly broken down and Jacob is beaten to a pulp by roustabouts while Marlena is dragged away.

Somehow, Jacob finds his way to the circus. He makes his way to the stateroom to kill August, who lies there asleep with his arms around a terrified Marlena. Unable to commit murder, he sneaks out and goes to the roustabout quarters. There he discovers that Walter, Camel and two of their friends were red lighted that night by an out of control August, aided by Blackie. Walter and Camel are dead, but the other two are alive and planning revenge.

The next morning he meets secretly with Marlena, who tells him to leave while he still can. She agrees to meet him in town, at a schoolhouse, after the opening parade for the matinee. He prepares to sneak out while everyone is gathered under the tent – he has Queenie with him and no, she doesn’t hate him at all now. Then, just as he’s about to leave, he hears a change in the music coming from the big tent, and then screaming. Handing Queenie off to Barbara, he races towards the tent. Someone has let loose all the big cats, and the panic-stricken crowd is chaotically trying to get out. Frantically, Jacob looks for Marlena, who is in the midst of the riot, having just staked Rosie some distance away for safety. He nearly gets to her, only to be intercepted by August, who assaults him furiously. Blackie tries to help August but is dragged away by the two roustabouts out to avenge Camel and Walter. Just as August is about to crush Marlena’s windpipe, we see that Rosie has lifted her stake and brought it over, where she rears up magnificently, takes the stake, and smashes it into August’s head (we don’t see the penetration, just the results). Slowly, Jacob gets up and he and Marlena meet by Rosie...

As Young Jacob’s voiceover gives way to Older Jacob’s, we see a silent shot of Jacob and Marlena walking away with Rosie and Queenie. Jacob tells us – and Charlie – that Blackie’s body was never found, that August’s death was written off as a result of the riot, and that Benzini Brothers went belly up and were scavenged by other circuses. Exactly as they’d planned, Jacob returned to Cornell (with Marlena and their ‘family’) took and passed his exams, and they were eagerly snatched up by Ringling Brothers, where they worked and lived happily for seven years until they decided to settle down, with Jacob getting a good job as a zoo veterinarian. They built a house with plenty of room for animals, and grieved deeply when Rosie died decades later. We see still shots of the young Marlena on horseback, looking refreshed, happy and natural, sitting with Jacob on a porch swing cradling their first born...

“Our eldest spent his first six years in Ringling Brothers,” Old Jacob says. “That’s why I don’t understand why he forgot to come today – I mean, the circus was in town!” He asks Charlie if he’s earned the right to stay. After some banter, Charlie finally agrees, saying they’ll make the Guinness Book of Records for having the oldest person to ever ‘run away with the circus”

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