An elderly Chinese man routs evil in a Western frontier town by setting up his circus for the townspeople. The various performers affect each of the circus' visitors in a different way, and in the end the unscrupulous citizen who dominates the town repents.

Tony Randall plays eight different characters in the movie, with the help of Academy Award-winning special visual effects and make-up that earned make-up artist William Tuttle a special Honorary Academy Award for his outstanding achievement.

In one of the finest performances of his career, Tony Randall plays the part of a mysterious Chinese doctor named Lao who rides into a small western town with his circus and changes the lives of all who come to see it. Lao assumes many disguises, some so extraordinary that Mr. Randall is completely unrecognizable.