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| Paul Reubens | Pee-wee Herman |
| Kris Kristofferson | Mace Montana |
| Valeria Golino | Gina Piccolapupula |
| Penelope Ann Miller | Winnie |
| Susan Tyrrell | Midge Montana |
| Albert Henderson | Mr. Ryan |
| Kevin Peter Hall | Big John |
| Kenneth Tobey | Sheriff |
Playful Pee-wee Herman operates a fantastical farm with talking animals and hot-dog trees. One day, after a giant tornado hits, Pee-wee finds a circus has landed in his yard. He befriends the manager, Mace Montana, and develops a crush on a trapeze performer, even though he already has a fiancée . Pee-wee tries to excite the town about the new circus, but most of the residents want it gone and harass Pee-wee because of it.
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