At early 40s in Shanghai, Japanese invade China. The Shanfu Circus, with Mentor Shan as leader (Wu Ma), is performing Flying Trapeze by Yitong (Yuen Biao). Just at that moment, a bomb drops on the ring and causes a chaos.

Mentor Shan dismisses the circus and brings his daughters, May (Lily Li), Lan(Wan Pik Ha), Chu (Wu Ying Man)and son-in-law Yitien (Lam Wai) and three other understudies Yinan, Yisi and Yibei down to Canton Province.

To seek a living, Yitong and colleagues performs in streets without letting their mentor know but get disturbed by culprits. After a fight, Tang Fat comes and arrests Yitong due to misunderstanding, Lan urges Tang to release Yitong but he becomes jealous Tang.

When social order comes back. Shanfu Circus is reorganized. May replaces her husband as clown. Yue and Mentor Shan perform Stagger and Beauty. Yitong and Lan perform Flying Trapeze and they are all popular among local people.

One year later, the Shanfu Circus rises to fame swiftly in Asia…