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| Michael Douglas | Danny |
| Johnny Whitaker | Napoleon |
| Jodie Foster | Samantha |
| Arch Johnson | Chief of Police |
| Henry Jones | Mr. Gutteridge |
| Vito Scotti | The Clown |
| John Crawford | Desk Sergeant |
| Mary Wickes | Clerk |
| Ellen Corby | Gertrude |
| Rex Holman | Mark |
| Claude Johnson | Gary |
| John Lupton | Pete |
Napoleon is an 11 year old boy being brought up in the Rocky Mountains by his grandfather. Napoleon has befriended a circus clown, and when the clown has to return to Europe, Napoleon agrees to look after the clown's aging lion. Contrary to popular belief he's a gentle creature, so boy and animal form a friendship. However, Napoleon's world is turned upside down when his grandfather dies.
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