Dame Belinda Big Top’s circus troupe has fallen on hard times. But her ringmaster, Tommy Topper, Bobo the Clown and Ali the Aerialist have stuck by her and she is determined that the show must go on. Down the road rival circus owner, Wilberforce T. Whippum, and his two sidekicks Flog’em and Fleece’em, are coining it in with their animal acts – Dexter the dancing dromedary and Goldilocks and The Three Bears. Whippum plans to buy up Belinda’s operation and pull the pegs on her beautiful travelling tent forever. But soon the girl and the bears hatch a plan to free Dexter, escape from Whippum and give Belinda’s old carnival just the boost it needs. Will Goldilocks find true love with Tommy Topper? Can Bobo the clown find a partner for his double act? Will the bears get their porridge and will Belinda get her oats?