It is May 1873 on the New England coast of America. A fair is in full swing; the star attraction is the handsome Billy Begelow, the Barker onMrs Mullin’s carousel; she is a widow with a hard head for business. She condones Billy’s flirtations, as they are good for trade, but keeps a watchful eye, she has more than an employer’s interest!

Julie Jordan and Carrie Pipperidge arrive on the scene and there is an instant attraction between Billy and Julie. Mrs Mullin tells the girls to go but Billy hears, and the resulting row, with tempers flaring, leaves him jobless. In spite of good advice from Mr Bascombe, the local mill owner, that she should return to the mill boarding house before the doors are locked, Julie stays with Billy and loses her job too.

Julie and Billy find it difficult to express their feelings but nevertheless marry. They live with Cousin Nettie, in her Spa, by the sea, as Billy cannot find work. He misses the atmosphere of the fair, becoming increasingly frustrated and morose, and begins to abuse and hit Julie. He takes up with a disreputable character, Jigger Craigin, who tries to persuade him to assist him in a robbery.

Meanwhile, carrie is engaged to the smug yet ambitious and hard working Enoch Snow. Mrs Mullin, aware that billy is not happy with his lot, endeavours to persuade him to return to his former life, leaving Julie. However, Julie finds the courage to tell Billy that she is pregnant. This surprisingly brings about a dramatic change in Billy who throws Mrs Mullin out and is left contemplating his role as a father, vowing that his child must have a good start in life. But how? Billy can see no alternative but to agree to Jigger’s plan to rob mr Bascombe on the night of the first Clambake.

The plan goes horribly wrong; Jigger escapes, but Billy is cornered and, in trying to avoid arrest, falls on his knife and dies in Julie’s arms. A Heavenly Friend escorts Billy to an after-life. After some years, despite still behaving badly, he is allowed to see his daughter, Louise, on earth. She is a wild and unhappy fifteen year old, and as a result of her father’s crime, an outcast who dreams of running away with a travelling fair.

Billy desperately wants to help her and is allowed to return to earth for a day. He steals a star and is able to make himself visible at will, but Louise is frightened of him and he slaps her. Her cries bring Julie, who finds the star and seems to know it is from Billy.

At her graduation  Louise is still sullen and unhappy until Billy whispers words of encouragement and she immediately sees her surroundings and classmates through different eyes. Billy then moves to Julie and at last tells her he truly loved her. For both, a new life begins as Billy leaves with the Heavenly Friend.