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| Leslie Caron | Lili Daurier |
| Mel Ferrer | Paul Berthalet |
| Jean-Pierre Aumont | Marc |
| Zsa Zsa Gabor | Rosalie |
| Kurt Kaszner | Jacquot |
| Amanda Blake | Peach Lips (red-haired dame) |
| Alex Gerry | Store proprietor |
| Ralph Dumke | M. Corvier (cabaret and restaurant manager) |
| Wilton Graff | M. Tonit (theatre agent) |
| George Baxter | M. Enrique (theatre agent) |
Traveling with little more than her naïveté, sunny teenager Lili arrives in a new town and is befriended by a circus troupe. Though she becomes infatuated with the dashing magician, Marcus the Magnificent, Lili forms a more significant bond with puppeteer Paul and his four puppets, which she treats as real people. Together, Lili, Paul and the puppets prove to be a popular act, but their success and happiness are threatened by Paul's gruffness.
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