The movie begin with the aged Jacob Jankowski (Hal Holbrook), who was outside a circus waiting for his son to arrive. As it was raining, the circus worker gave him shelter and he started to tell his story.
In 1931, Jacob (Robert Pattinson) was only 23 years old. He was a student of veterinary science in Cornell University. However, he dropped out from university because he didn't complete his final paper. While he was having his final exam, he was informed that his parents were killed in a car accident. At that moment, his father was also in debt. As the bank took all his property away, he was left homeless.
While he was walking along the train track, a train came and be climbed on board only to realise that it was the train of The Benzini Brothers Most Spectacular Show on Earth. There, he met a beautiful woman Marlena (Reese Witherspoon). She is the wife of August (Christoph Waltz), the circus owner. Marlena performed with the horses. As Jacob was a vet student, he found out that one of the horses, Silver has laminitis which causes it to limp and will not be able to walk soon. August appreciated his talent and Jacob was hired as a vet for the circus animals.
Soon, August bought Rosie, a fifty-three year old elephant. Jacob was asked to be Rosie's trainer. August invited Jacob over for dinner to celebrate their new circus attraction, Rosie the Elephant. August got drunk and went to bed. While he was sleeping, Marlena and Jacob shared a dance.
During a show, August used a bullhook to stab Rosie, causing her to stampede out of the show with Marlena on it. Marlena did a stunt to mislead the audience so that it will look as though the stampeding was a part of the show. Jacob then went to town to look for Rosie and took her back to the circus. August was very mad at Rosie. As soon as she reached the circus, August attacked her with the bullhook, leaving Rosie injured and bleeding.
As time passed by, Jacob realised that he fell in love with Marlena. He also got closer with other fellow circus employees, Camel (Jim Norton) and Walter (Mark Povinelli). One day, Jacob accidentally found out that Rosie understood commands in Polish. August was amazed by the stunts that Rosie can do. Soon, Rosie was the main attraction and the circus business boomed. August then took Marlena and Jacob out for dinner to celebrate their recent success. Suddenly, the police came to rain the bar. Everyone started running but Jacob found Marlena and took her to a safe place to hide but they couldn't find August. At that moment, both felt that love has started to spark between them. They kissed. Marlena left in guilt and denied that it ever happened. Meanwhile, August being to suspect that there is something between Marlena and Jacob.
On one afternoon, he saw Marlena whispering to Jacob. He was very upset and he confronted them. He hits Marlena. Jacob tried to fight back but he was held down by one of August's man. Jacob was fired from the circus, His circus friends told him that he had to leave immediately because August will throw him out the train if he found out that he is still in the train.
As he was about to leave, Marlena came and both of them jumped off the train. They escaped to a hotel to stay for a night. Jacob told her about his plan of finishing his degree so both of them can join the Ringling brothers circus as a package. He being the vet and she will be the performer. After that, they made love.
The next morning, before they can escape, Augusts' men came and took Marlena away. Jacob was beaten unconscious by Augusts' men. Jacob then went back to the circus to find Marlena. His found out that Camel and Walter was killed. Feeling mad, Jacob took a knife and broke into Marlena and August's cart. He tried to kill August but Marlena asked him not to and he didn't do it.
The next morning, during one of the show, the animals were released. It caused a big havoc at the show as the animals ran around, frightening the audience. August spotted Jacob in the crowd and tried to attack him. Marlena tried to save Jacob but in return, she was attacked by August. Just as August almost killed Marlena, Rosie killed August. The circus shut down after the incident. Jacob went away with Marlena and Rosie. He completed his degree and started a family with Marlena. Jacob and Marlena joined another circus and went on to have five children.
The movie then came back to recent days. Marlena and Rosie had passed away. Jacob told the circus worker that being in a circus is like returning home.
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