The filmdancers, and performers struggle to make money from town to town, playing to minimal crowds, while the ageing manager of the company falls in love with a newcomer, to the chagrin of his faithful mistress Melina Amour, played by Fellini's real-life wife, Giulietta Masina. The movie begins with a sold-out vaudeville show in a small Italian town. A young woman, Liliana, played by Carla Del Poggio, sits in the appreciate crowd, enraptured by the performers. That evening, as the troupe boards a train, with two of the performers forced to sit in the train toilet to evade paying the fare, the young woman also boards the train. During the night, she unsuccessfully requests the head of the group, Checco Dal Monte, played by Peppino De Filippo, to join the group. In the morning when the group realizes it does not have enough money to pay for a carriage, Liliana hires the carriage with the last of her money. This saves the group several miles of walking and leads to them accepting her.