The acrobat market has taken a real hit, and the Amendolas, a family circus act, are down on their luck. That is, until they take up residence with the penny-pinching Dingles, hoping to make the rent some way, some how. The Great Rupert, a crafty squirrel for whom the movie was originally titled, comes to the rescue in a series of magical misunderstandings while the Dingle son Pete falls in love with Rosalinda Amendola.