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Whoa.

Ah, pipe down, Thunder.

Aah!

Did you ever see a catfish

riding on a yellow jackass before?

- Not that I can remember. - No. No touch.

Him golden ass of Apollonius. Him very mean.

No touch.

Excuse, please.

Excuse, please. Hello?

Hey, who's that, anyway?

I don't know. Looked like a Jap to me.

Nah. He's Chinese.

How do you know?

'Cause I ain't stupid.

Well, whoever he is, he sure come to the wrong town.

Hello?

You miserable piece of junk! I ought to.

Excuse, please. Excuse!

Excuse?

Who are you?

Name Lao.

Dr. Lao.

Well, there ain't nobody sick around here

unless you know how to remedy this machine.

Do printing here?

No. We sell ladies underwear.

What's a matter you? Big wise guy!

- Shh! - All the time make joke!

Make fun of old Chinese fellow.

Take it easy now. Take it...

It's too late in the afternoon for any temper.

Who you? Who you? You boss?

No. Boss, he over there.

Busy?

Well, you, uh, might say.

Okay. I wait.

Hiya, Tim, Ed.

What can I do for you, Mr. Stark?

Nothing, nothing. Not a thing. Just passing by.

Thought I'd drop in and say hello.

Of course, if you have some business to do...

That's okay. I wait. I wait.

Read your editorial this morning.

Boy, that was a fine piece of writing. Real fine.

You certainly know how to put words together.

I'll just bet you liked it.

Of course I liked it.

I always like it when a man speaks his mind.

That part where you told all the people

not to sell out the way they've been doing...

Boy, that was brave.

And when you talked about fear.

Uh, now what was that again, uh...

Here. You read it.

"Uh, the prices paid by Mr. Clint Stark

"for real estates and labor

are so patently unfair as to be ludicross."

Ludicrous.

Down about three paragraphs.

Three what?

Here. Um.

"All dictators past and present,

"have thrived in a climate of fear.

"Without fear, they perish.

"People are afraid of Clint Stark

"and so long as this situation exists

he will continue to rule Abalone."

That's great stuff.

I take it you agree with me.

Of course I agree with you.

But the thing is, the people are afraid of me

because I own them, lock, stock, and barrel.

They sold out a long time ago.

Then what are you so worried about?

You.

I'm worried about you.

See, you're a smart boy,

and I just hate to see you wasting your time.

Now don't get me wrong.

I appreciate a fighter.

I especially appreciate a fighter

who has the odds against him.

But there aren't any odds here

and there isn't any fight.

Maybe I can stir one up.

Not a chance.

You'll just make the people feel bad.

Believe me, this town isn't worth the trouble.

Then why are you so interested

in buying every square inch of it?

Because I'm a philanthropist, boy.

I like to help people.

Let me ask you one.

What's your stake in all this?

How come you're so concerned about Abalone?

Abalone is my home.

Ah, bullwash.

A year ago, you never even heard of the place.

You're a city boy, Ed.

You have some other reason.

Well, now, Mr. Stark, I guess

I just can't keep any secrets from you, can I?

The real reason is I'm a philanthropist, boy.

You wanna know something?

I think you are.

I really think you are.

Good luck, Ed.

You're on the wrong side, but I like your style.

I wish I could return the compliment.

Let's go.

What can we do for you, mister?

Oh. Very small matter.

Write long advertisement...

Oh, ho, ho! Excuse... In newspaper.

Something wrong? You sick, maybe?

Oh. Oh, no. No. It's just, uh...

It's kind of a shock.

You know, we don't get much new business here.

How much?

Well, that depends. Do you want a full column, or...

No, no, no. Big, big, big. Full page. Run two days.

Start right away. Chop-chop.

A full page for two days?

Uh...

How about, um, uh, $50?

Good, good, good.

American money?

Uh, yes. We'd prefer it, i-if you don't mind.

No, no. Don't mind.

Fifty dollars.

You fix?

I fix. Uh, Mr., uh...

Lao. Dr. Lao.

What part of China are you from, doctor?

Last residence Panohai.

P-ah-ohn-oh h-h-i.

Panohai.

Hello. Good-bye.

Thank you. Thank you.

Hey! What in Tom thumb!

We gonna print that stuff?

Why not? He paid for it, didn't he?

Besides, I smell a story.

Howdy. Have you got anything to read about--

- Shh, shh, shh! - Oh!

Oh, I'm sorry, Mrs. Benedict.

I said, have you got anything--

- I heard you. - Well?

The section on courtesy and good manners

is right over there.

I've read those.

What I'm looking for is something on China.

Ahh. When do you leave?

As soon as you marry me.

I thought it'd be a nice place for our honeymoon.

- Edward Cunningham! - Shh!

Seriously, I want to check on a city called Panohai.

Section on Asia

third shelf from the top.

You wouldn't want to help me, would you?

You can find it alright.

It's called "The History of China by D. Boulger."

I don't suppose you'd like to have dinner with me tonight?

I should think it would be clear by now

that I do not wish to go out with you, Mr. Cunningham...

Ever.

Why not?

All those stories about me, they're lies.

I'm not a bank robber or a cattle rustler

and I've never kicked a woman

in the stomach even once. Really.

It's quite impossible.

For one thing, I have a little boy

and a mother-in-law to take care of.

And then for another

you've only been in town a short while.

I don't even know you.

So please, stop asking.

Never. It isn't Mike, and it isn't your mother-in-law.

- It's because you're afraid. - Of you?

Of falling in love. Of being a woman.

That's what you are, Angela

underneath all those widow's weeds.

Isn't that right, Luther?

Huh. Yep.

Uh...

You got any more of that pie, grams?

- Certainly. - You sit right there.

- He can get it himself. - Alright.

Oh. Thank you.

Ed likes apple pie, too.

When are we gonna invite him over?

Don't be disrespectful.

His name is Mr. Cunningham.

Aw, come on, mom.

He said I could call him Ed.

And I say you can't.

Now you get the pie and go finish your homework.

Alright.

Don't bother with the dishes, mother.

I'll do them when I get back.

Alright.

- Goodnight, mom. - Goodnight, Michael.

Goodnight, grandma.

Goodnight, Mike.

You are being a little hard on him, aren't you?

It's not easy for a boy to grow up without his father.

I know.

You could change that, Angela.

Did you hear me?

Yes.

He is such a fine man.

Who is?

Ed Cunningham.

Oh, Sarah, I do wish you'd stop going on about that drifter.

He is not a drifter!

He's been here almost a year.

And whatever else you may think of him

you have to admit that he is the only man in town

with spirit enough to, to stand up to that devil Stark.

Well, it takes more than spirit to make a fine man.

I loved your son, and no other man will ever take his place.

No, Sarah.

We'll manage, just you and I.

After all, Mike has two mothers

and that makes up for quite a lot.

I won't be late.

Goodnight, dear.

I don't think Cunningham's going to show up.

- Why not? - He doesn't want to lose.

- Who does? - I do.

Mayor Sargent, every time I bet on weakness

corruption, and fallibility, I wanna lose...

...but I always win.

Hey, boss.

The meeting will come to order.

Folks, may I have your attention?

Uh, now a few words from someone

who don't need any introduction

the man who has done more for Abalone than any other man...

...Mr. Clinton Stark.

Good evening, ladies and gentlemen

fellow citizens of Abalone.

I know you're all tired of waiting

so I'll cut the fancy talk and come right to the point.

Abalone is dying of thirst.

Now, you all know we get our water

from a point 16 miles from here

through an underground pipe.

That pipe is worn out.

It's crumbling.

According to the top engineers of this state

it has, uh, maybe another six months left.

Then it's finished.

So, looking at it realistically...

...it seems you all have two choices...

...either you repair the pipe, or you let it rot.

Now, if you repair the pipe, it'll cost you $237,000.

And what do you get for your money?

I'll tell you that, too.

Nothing.

Because that's what Abalone is...

Nothing.

Zero.

Is that what you want?

To spend the rest of your lives here

as bored as you've always been?

Of course not.

But you don't wanna die of thirst, either.

Now, you can't afford to leave your homes

lose your possessions.

Folks, I have an alternate choice for you.

Sell.

Sell what you've got and move away.

Leave Abalone to the buzzards.

Folks, I'll buy this town from you...

Every house, every building...

...every single nail...

...And pay you a fair price to boot.

So you don't have to go head-over-heels into debt

to raise $237,000

and you don't have to lose everything you've got, either.

That makes sense.

Well, I, uh, think we all agree

that Mr. Stark has been more than generous with us.

I suggest therefore that we take a vote to see--

Just a minute.

I'd, uh, like to say a few words

if Mr. Stark doesn't mind.

Not in the least, Mr. Cunningham.

After all, this is a free country, eh?

It's good someone remembers that.

You know, folks, I haven't been here long...

...but it's home to me...

...and I believe in fighting for your home

when it's threatened.

Now, Mr. Stark

wants us to sell our home

because it's gonna be an effort to keep it.

And even if we do make the effort

he says that Abalone is nothing. It's zero.

Well, I say he's wrong.

I say any place where people live

and work together is something

something very important.

Now, one more thing.

Just outside of our town, there's another...

...with even less of Mr. Stark's kind of future.

There's one of its citizens.

Would you stand up, please, George?

This is George G. George.

He's a Navajo Indian. Most of you know him.

His forefathers were here

before the white man even heard of America.

Now, what will happen to his family, his friends

without our town to help him?

I'd like to say something.

Alright, Mrs. Benedict.

If Abalone is as worthless as Mr. Stark says

why is he so anxious to buy it?

That's a fair question.

I'm glad you asked it.

Mrs. Benedict, you're a teacher, a librarian

and as such, you can take a dull boy

and make him into a smart boy.

In a manner of speaking

you can turn a profit.

Well, it's the same with me.

I'm a businessman, and as such

I feel I can do this...

Well, without taking a loss.

- It's as simple as that. - Yes, but just exactly--

You should be ashamed of yourself

for doubting Mr. Stark's integrity, Angela.

Mr. Stark, when do we have to give our answer?

Well... frankly, uh...

...I hoped to settle this matter this evening.

But, uh, if you want some time to think it over

well, uh, let's say within a couple of days?

Thank you.

Thank you very much, Mr. Stark.

We owe you a vote of gratitude for being so fair with us.

Don't you agree, folks?

Meeting adjourned until 9:30 Friday night.

Oh, George?

We didn't accomplish very much

but... thanks for coming down, George.

Not a chance, Ed.

All very sentimental

but that doesn't make him any stronger.

That's what you wanna think.

I know you're gonna find this hard to believe

but I was like you once a long time ago.

I believed in the dignity of man.

Decency, humanity.

But I was lucky.

I found out the truth early, boy.

And what is the truth, Stark?

It's all very simple.

There's no such thing as the dignity of man.

Man is a base, pathetic, vulgar animal.

Goodnight, Ed.

Halt, you miserable redskin!

Keeping the wrong kind of company, boy.

Ain't good to be seen with a man like Cunningham.

Bad medicine.

Savvy?

Cat got your tongue?

Probably that's what's happened. Cat got his tongue.

Who told you you could go?

He's a sassy one, ain't he?

You know what my old man used to say?

He said "The only good Injun is a dead Injun."

Now, what do you think of that, boy?

Talk, you miserable redskin!

Talk!

Talk!

Excuse, please.

This town ain't big enough for you and me, partner.

Smile when you say that

you miserable, horny toad hombre.

Ow.

What happened?

Read all about it!

Circus coming to town!

Read all about it! Read all about it!

Circus coming to town!

- Ow! - Good morning, Mr. Ramsey!

Why don't you aim, boy?

I do, Mr. Ramsey. I do!

Hey, Bunny, look it here.

Ooh! I can't come out like this.

Look. Says here a circus is coming to town.

To Abalone?

Yeah! That's what it says.

I can't believe it.

There's never been a circus here.

Read all about it! Read all about it!

Circus coming to town.

Yoo-hoo! Mr. Frisco.

- Ow! - Good morning.

Good morning, Mrs. Cassin.

- Ooh! - Oh!

And how is our esteemed mayor this morning?

Oh, fine, thank you. Just fine.

Read all about it!

- Ow! - Circus coming to town!

That young hoodlum!

It's just the "Daily Star," dear.

Oh, don't mess me up, stupid.

- Go get the paper. - Yes, dear.

Somebody ought to arrest that rapscallion.

He's just like that no-good Cunningham

a troublemaker.

Give it here.

And sit down. You give me the jitters.

I'm sorry, dear.

I don't mean to give you the yitters.

Say "jitters."

Uh, j-j-jit...

What in the world is a Medusa?

Well, a Medusa, dear heart, is a...

Well, it's a mythological creature

with snakes on her head

instead of hair, and, uh...

And-and if you look at her face

you turn to stone, and--

Shut up, Luther, and don't be ridiculous!

Yes, dear.

Arr!

Hey! Wait! I wanna talk to you.

Edward Cunningham, esquire

editor-in-chief of "the Abalone Daily Star."

- How do you do? - Who's talking? Where are you?

Here, there, everywhere.

Are you going to write about me in your newspaper?

If you give me something worth writing about.

As a rule, Dr. Lao

does not approve of our speaking for publication.

But I see no harm in telling you

that I was born in the year 1204.

Or is it 412?

I-I can't seem to remember.

But at any rate...

...I am the greatest magician

the world has ever known.

It's, uh, funny. I've never heard of you.

Oh, but you have heard of me, indeed.

- The name is Merlin. - Merlin?

Merlin, the magician from His Majesty

King Arthur's court.

Of course!

And the big ape I saw hammering the stakes

he was from the Himalayas?

Precisely. Abominable, isn't he?

About this Dr. Lao.

Where's he from?

China, but you needn't bother about him.

No talent there.

Strictly an executive type.

- Oh... - Pray, do not quote me.

Oh, I wouldn't dream of it. Uh...

Uh, but tell me, what does he do?

Oh, dear. Oh, I'm frightfully sorry.

I'm afraid I've said much too much.

Oh, no. Please.

Oh, but do let me show you

some small sample of my craft.

No, not now.

May I have the notebook which is in your pocket?

Now tell me, Mr. Edward Cunningham

what you most desire.

Oh, no. That's terribly stupid of me.

Mortals have but one basic desire.

Now hold this in your hand.

Now... close your eyes...

...and say the magic word.

What is the magic word?

Money, of course. Say it.

Money.

Open your eyes.

It worked! It worked!

A small sum, of course, but then, I tire easily.

Magic is extremely exhausting, you know.

- No, thank you. - I beg your pardon?

I said no, thanks. I came here for a story, not for a bribe.

Merlin! Merlin!

Oh, dear. Oh, dear.

Now, now I really am in trouble.

- Mr. Cunningham. - Um...

Welcome to the circus of Dr. Lao.

How may we serve you?

You can serve me by giving this money back to the old boy.

What money, Mr. Cunningham?

Now come on, doc. What kind of oriental hocus-pocus

is going on around here?

A circus with no wagons, no animals

no cages, a crazy old magician.

What's it all about?

I admit our circus is different.

That's what I promised in our advertisement.

I'm not interested in promises.

I'm interested in the real story.

And don't tell me about Panohai because I looked it up.

Panohai went out of existence thousands of years ago.

Forgive me, Mr. Cunningham, but you worry... too much.

You worry about how I brought my circus

to Abalone without wagons.

You worry about the future of your town

or if the sun will rise a year from today.

The answers to such matters remain closed behind a curtain.

Then time says "presto," and out they come.

Tomorrow night, I promise you

presto, the strangest story you've ever known.

Now, Mr. Cunningham...

...do you suppose this garrulous intruder

may be a swindler, perhaps an assassin

a charlatan plotting some curious disaster for your town?

Such characters exist...

...But they are secretive rather than mysterious.

I, sir, am a major mystery.

You're a convincing talker about very unconvincing things.

Whatever men do not understand, they find unconvincing.

But please don't suppose I'm dangerous

because I'm unfamiliar.

I ask...

...That you believe in me.

As what?

As a friend of yours, of your town

of all human beings.

That's quite a spiel, doc.

Thank you.

Well, I'm, I'm leaving

in a cloud of befuddlement.

And with nothing to go on except a hunch...

...That you're a nice guy.

Good afternoon, Mr. Cunningham.

Hey!

How come you speak perfect English all of a sudden?

Oh, it comes and goes

whatever dialect the mood requires.

- Oh, it just comes and goes. - What's the matter you?

All time asking silly questions.

Wise guy! Get on your motorcycle.

Hey, mister, how'd you do that?

Mhm. So sorry. Don't speak English.

Aw, you do too! Ed said so.

And I know who you are.

- You're Dr. Lao. - Oooh!

Astute observation.

- Huh? - Good-bye.

I'll carry your posters.

Even help you put them up, if you'll show me how.

- Got name? - Mike Benedict, sir.

Okay, Mike, you come.

Are you an acrobat?

- Only philosophically. - What?

Onry phirosophicarry.

Really? Can you walk a tightrope?

If required.

My specialty, however, is wisdom.

You know what wisdom is?

- No, sir. - Wise answer.

But I can walk on my hands. Want to see me?

Not now, prrease.

How do you do that?

You come circus.

Bring mama and papa, also. All my guests.

- You mean free? - Yes.

Gosh, thanks.

But I can't bring my father because he's dead.

Ohh.

Oh, that's very sad, Mike.

Uh-huh. But I never knew him.

He got killed when I was real little.

I'm the man of the house.

You're a very fine young man, Mike.

Oh, I'm not so young.

I'm eight, going on nine!

Eight going on nine is young, Mike. Believe me.

Eight going on nine is remarkably young.

How old are you?

I believe I shall tell you.

I am 7,322 years old this October!

That is old.

It is rather.

My goodness, that's quite a stunt!

I think he's got a gramophone hid somewheres.

That's it. It must be.

♪ This is the circus of Dr. Lao ♪

♪ We show you things that you don't know ♪

♪ Oh we've spared no pains and we've spared no dough ♪

♪ For we wanted to give you one hell of a show ♪

And youth may come, and age may go

but no more circuses like this show.

15 cents.

You free.

Step up! Step up! Hurry, hurry, hurry!

Thank you, sir.

Isn't it exciting?

I haven't been to a circus in...

Well, in a long time!

I do hope that they have a good fortune teller

not that I believe in them, of course

but they are fascinating.

Go in there and wait about 45 minutes.

Thank you, boss.

See Apollonius!

See the snowman!

Hurry, hurry, hurry, hurry, hurry!

See the Medusa, turns men of granite to stone.

See the great serpent.

See him writhe, see him coil, hear him hiss!

See wonders never before beheld by the eyes of mortal man.

See the great Pan, the incarnation of the carnal

and see Apollonius of Tyana.

He sees all, tells all, nothing but the truth.

It's the chance of a lifetime, ladies and gentlemen.

The dark mysteries unfolded. And step right up.

Only 15 cents. Now, please keep in line.

Step right up. 15 cents.

Hurry, hurry, hurry!

Oh! You frightened me.

You wish your future told?

You...

...you look like Howard

my poor, dear, departed husband.

You know he did not die.

He simply walked out of your life... years ago.

Yes, well, you know everything, don't you?

If you know my past so well

let's see if you can really tell my future.

- Be seated. - Yes.

- Five cents, please. - Oh, I forgot.

Shall I ask questions?

- If you wish. - Oh, this is so exciting!

Let me see now. I know.

How soon will I strike oil on that 20 acres of mine?

Never.

But I paid a fortune for that land.

You wasted your money.

Next question.

I can't hear you.

You must listen.

Well, you needn't be so brusque.

It's just a game, after all.

Alright, you naughty man.

You see, what I really want to know is...

...when shall I be married again?

Never.

Well, what sort of man will come into my life?

Let's put it that way.

There will be no more men in your life.

Well, really! Really!

What's the use of my living, if I'm not going to be rich

not going to be married again

no more men, for heaven's sake?

I only read futures.

I don't evaluate them.

That's utter nonsense!

The future is always nonsense...

...until it becomes the past.

Oh, go on, do your job. I paid you.

Read my future!

Tomorrow will be like today...

...and the day after tomorrow

will be like the day before yesterday.

I see your remaining days...

...as a tedious collection of hours

full of useless vanities.

You will think no new thoughts

and you will forget what little you have known.

Older you will become

but not wiser.

Stiffer, but not more dignified.

Childless you are...

...And childless you will remain.

Of that suppleness you once commanded in your youth...

...of that strange simplicity

which once attracted men to you

neither endures...

...nor shall you recapture them.

You're a mean, ugly man.

Mirrors are often ugly and mean.

When you die...

...you will be buried and forgotten.

And that is all.

And for all the good or evil

creation or destruction

your living might have accomplished...

...you might just as well never have lived at all.

I'm sorry, but you see, it is my curse

to tell the absolute truth.

Oh, Mrs. Cassin.

Oh... Angela.

Whatever you do, stay out of there!

Why? Isn't he any good?

Oh, no, he's wonderful

absolutely the most magnetic man

I've ever met in my whole life

next to Howard, God rest his soul.

- You know what he told me? - What?

That I'm going to be rich, strike oil...

And, promise you won't tell?

I'm going to be married again

and Clinton Stark is the lucky one.

Well, that's all very nice, but why shouldn't I go in there?

Ha. Well, he's not very polite.

He, uh, pinched me three times.

But then, I don't suppose you have anything to worry about

come to think of it. Toodle-oo.

Estimable educator

mother of fatherless Mike

good friend, lose something?

- Yes. My mother-in-law. - Oh.

She over there, I think.

Have plenty fun. You, too?

Why, it's very nice. Thank you.

Good, good, good.

Exhibit around corner.

Yes, yes?

Ah, step in, step in.

- Step this way, if you will. - Oh!

The most charming figure

in the old Greek polytheistic mythology

is Pan, the God of joy

combining the forms of man and goat.

- It's a fake. - Oh!

Oh!

It's got to be.

Oh!

Hi there.

Why, don't be frightened, kiddo. I'm harmless.

Dr. Lao saw to that.

Come here.

Do I look familiar to you?

Now that you mention it, you do.

This circus is like a mirror.

You see yourself in it sometimes

sometimes someone else.

Didn't Dr. Lao tell you about it?

- No. - He will, Mr. Stark.

How do you know my name?

Oh, I know a lot of unimportant stuff like that.

Well, whoever you are and however you work...

...You interest me.

You know why?

Because we look alike and have much in common...

For one thing...

Our suspicion.

Why do you buzz your tail like that?

Why not? It's the most treasured gift of my ancestors.

I wouldn't care to trade with you.

Maybe not, but the point is, my scaly friend

that you're in a cage, while I'm free to walk about.

Oh, you have your cage, too.

You test your bars just as often as I test mine, kiddo.

Why do you wear those things over your eyes?

So I can see.

I have an astigmatism.

Big glasses.

Hmm.

The creator who made you cunning

made my eyes efficient enough to perceive objects without aid.

In fact, the lord of all living dealt with me quite generously.

Strength he gave me, and symmetry and endurance

and patience...

But look at you.

You even have to hang rags on yourself

to protect your weak skin.

You have to hang things in front of your eyes

in order to see. Look at yourself!

I'll admit I'm not perfect, but--

You can say that again, kiddo!

You're just about the most imperfect creature

I've ever seen and I've seen some lulus!

To tell you the truth

even the thought that I resemble you

makes me ill. Bleh!

Well, it doesn't make me too happy, either. Nah!

Hey, boss, we've been looking all over for you.

You don't have to worry about no newspaper no more.

Who was you talking to, boss?

- No one. - Well, I thought I heard...

Wow! That's an ugly devil.

Let's get. Let's get!

You wouldn't say that

if I were on the other side of these bars.

Let's get out!

Mr. Stark!

Messieurs et mesdames

it give me great pleasure to present to you

direct from a long and successful run

at the court of King Arthur, that inimitable thaumaturge

that master of magic, sorcery

wizardry, and prestidigitation

the crown prince of the black arts

Merlin the magician!

Go on! On with the show!

Oh. Oh, dear, it is early.

Well...

Uh, what sort of magic would you like to see?

What kind do you got?

Oh, all sorts, really

though I am a bit out of practice.

Mhm, let's see now, what have we here?

Oh, we have a ball, haven't we?

Just an ordinary one, isn't it?

I suppose so, eh?

Oh, dear. Now we have two.

Make a rabbit come out of the bag.

Oh, very well, I'll try.

Hocus... pocus.

Let's see what we have here. Look!

I wanted a rabbit!

Why, I'm sorry.

I did my very best.

Disappear.

Can you do magic with cards, Mr. Merlin?

For you, sir, I will.

One... two... three.

Faker!

- Phony! - Boo!

Hey! Why don't you change the water into booze?

Very well.

Hocus, pocus, dominocus.

Would you care for some, young lady?

I never drink! Neither does he.

Let me try some of that stuff.

Tastes just like ginger ale.

I beg your pardon, sir.

This is the finest vintage champagne

ever served in America.

Ahh!

Oh, come on. Do something.

- Don't just stand there! - Show us some real magic!

Mother, have him do something I like.

Do you like flowers, little lady?

A little.

And the last one is for you, my dear.

- Wonderful. - 'Aw, come on.

- Show us something really big. - Yeah.

Make a woman float in the air like I seen once in Tucson.

- She was beautiful. - Yeah!

- Mother, I'm tired of this. - Be still.

The gentleman is trying to do his tricks.

Tricks?

Gadzooks, madam, these are not tricks.

I do magic. I-I create. I transpose.

I transubstantiate.

I break up, I recombine, but I never trick.

Ah, you stink.

Aw, it's just done with mirrors.

- Fake. - Phony.

No. You're wrong.

I am a great magician.

I-I have just created something from nothing.

Isn't that enough?

Anybody can make a bunch of flowers.

Very well. Flowers aren't enough.

Perhaps you'd like a few man-eating tigers.

- Fat chance. - Hey!

How about a pink elephant?

Great Willow wick!

Boggs, let's go.

You really can't float a lady in the air?

- Oh, come on! - W-w-wet wiggle!

Beware!

Oh.

W-W-Where did it go?

I've forgotten.

I've forgotten...

So many things.

So long ago.

It's alright, Mr. Merlin.

They don't understand, but I do.

I think you're the greatest magician ever.

I believe in you. Really.

You do?

Thank you, my boy.

Thank you.

Say, doc.

What's this supposed to be?

Oh, him my pet.

- Him. Pet. - Have this for a pet?

My man, you are gazing upon

the legendary terror of the seven seas.

A genuine, bona fide sea serpent.

- Sea serpent? - Sea serpent!

What's the matter? You crazy people.

All the time "ha-ha."

Prease, prease, you make sea serpent very mad.

If I was to catch an itty-bitty thing like that

I'd throw it back.

I fear ya didn't understand, laddie.

There are certain lakes in Switzerland

certain lochs in Scotland

which are called the eyes of the sea.

They are so called because these lakes

and lochs are bottomless.

Oh!

Aye. They extend far beneath the surface of the land

and lead to the great and mysterious oceans

of which they are a part.

Not unlike salmon, sea monsters as they're referred to

come to the lochs to breed.

I caught this one as a wee baby myself.

Twas a wee, sleekit, cowering, timorous beastie.

- That's a lot of hogwash. - Just what do you take us for?

Now, those lads who are fishermen are doubtless familiar

with the species maculatus sphaeroides

otherwise known as the blowfish.

The blowfish is a small creature

inhabiting the depths of the sea.

Take him up from those depths, where the pressure is extreme

or into the air, where there is very little pressure

and what happens? His eyes bulge

then-poof-he puffs himself up many times his natural size

hence the name blowfish.

So it is with the sea serpent.

In the water, he is small, insignificant, petite

but out of the water and exposed to the air

and he doubles his size every ten seconds

until he reaches his full growth.

And no man knows how big that is.

Ohh.

So you see what has happened?

He has put his head out of the water, it has grown huge

and men on passing ships have sworn

they have seen a gigantic monster

which explains the legends of lurking sea serpents.

There ain't no pressure in that bowl

just a little bit of water.

Show us a demonstration, doc.

Ooh! So sorry. No can do.

Loch Ness monster fondest ambition eat up Dr. Lao.

Cannot understand why. Very bad thing.

Honorable servant probrabry taste like leftover turkey.

No, no, no. No touchy.

We just want to take a look.

- No. - You watch who you're...

- ...pushing, little man. - Carey!

- Hmm! - Come on.

Step up. Step up. Step up.

Good citizens of Abalone, you are about to see the Medusa.

The Medusa is a third cousin of the original Gorgon Sisters

who disturbed the land of Greece in the time before Ulysses,

Agamemnon, Achilles, et cetera, et cetera

and of course, et cetera.

And like her Gorgon Sisters

she has the power to turn those

who dare to look straight into her eyes into stone.

To spare you good people from being converted

into monuments, obelisks, and so forth

I have rather ingeniously, I think, uh

made it possible for you to see the Medusa

only in a mirror.

Thus seen, she is harmless.

I entreat you, please be content

with the reflected image.

Do not go peeking around the edges of the canvas.

It is a move which might produce

most unpleasant results.

She is a genuine Medusa over 3,000 years old.

She don't look a day over 500 to me, doc!

Yeah!

- It's a disgrace! - Now, Kate, please.

I just want to say one thing, where is he?

- Where is that old fakir? - Yes, madam?

I just want to say one thing

that I've never listened to such a pack of lies

in all my born days.

Snakes turning people to stone! Huh! The idea!

Please, Kate, don't start making trouble

in front of all these people.

Oh, shut up! I'll say what I darn good and well please.

My dear lady

the role of skeptic becomes you not.

There are things in the world not even the experience

of a lifetime spent in Abalone could conceive of.

Is that so? Well, I'm going to make a liar

out of you in front of everybody!

Get out of my way!

I'll show her!

Alright, cheap little hussy, you don't...

It's alright. It's alright. Pete, help me.

Arthritis attack. She's had them before.

Hey, Luther, did you buy yourself a statue?

This ain't no statue. It's my Kate!

Stoned again.

She looks better that way.

This is the worst attack she's had yet.

Hocus pocus dominocus.

Change, change, change!

Luther.

Let's go home.

Giddy-up! Come on! Giddy-up!

You see? I told you.

I told you I was a good magician.

Did you see? Did you see?

Everybody go home! Circus over!

Oh, dear.

Oh.

Come back tomorrow! Big finale!

Good-bye! Good-bye! Come back tomorrow!

Big show! Scram! Good-bye!

Good-bye!

Whew!

Now, eat your food, Mr. Cricket. Eat it.

You're making me very angry at you.

You're a very bad cricket.

Don't speak back to me. I'm very disappointed in you.

What's the matter you?

You crazy boy?

You want mother and grandmother to worry?

They're asleep. I snuck back out.

Dr. Lao, I want to have a talk with you seriously.

No. No time. Very upset.

On account of Mrs. Lindquist turning to stone?

No, on account of cricket...

...but okay.

You have problem?

I... Well, I need a full-time job

and I was just wondering

if maybe you could use me with the circus.

- No. - But I like your circus.

And besides, I've always wanted to be in the circus

'and I'd work hard, and I wouldn't be any trouble'

and I can do a lot of tricks.

Look.

Ooh! How you do that?

Oh, that's very good. Very good.

But, Mike, we have a magician.

Confidentially, you much better.

But that make the great Merlin very sad.

- Understand? - I understand.

You can't use me.

Mike.

Let me tell you something.

The whole world is a circus

if you know how to look at it.

The way the sun goes down when you're tired

comes up when you want to be on the move

that's real magic.

The way a leaf grows, the song of the birds

the way the desert looks at night

with the moon embracing it.

Oh, my boy.

That's, that's circus enough for anyone.

Every time you watch a rainbow and feel wonder in your heart

every time you pick up a handful of dust

and see not the dust, but a mystery

a marvel there in your hand

every time you stop and think

"I'm alive, and being alive is fantastic"

every time such a thing happens

you're a part of the circus of Dr. Lao.

I don't understand.

Neither do I!

Well...

I always say if you're going to do something

do it right.

- You look surprised. - I am.

I didn't think Stark was this worried about us.

Well, he ain't worried no more.

- What are you aiming to do? - Get drunk!

Angela, is that you?

Yes, mother.

What is the matter?

Nothing, nothing.

It's just that infernal music.

It makes me nervous.

What music?

Never mind, mother.

You're perspiring.

Am I?

Are you sure there's nothing wrong?

Yes, mother, v-very sure. Go back to bed.

I think I'll get a glass of cold water.

Alright.

Do you suppose that crazy little China man

had something to do with this?

Who else?

How...

We'll figure that out later. Right now let's get to work!

- What's your problem, cousin? - Where's Stark?

- How are you, Ed? - Couldn't be better.

Glad to hear it. What can I do for you, boy?

Not a thing. I just thought you might be wondering

about your morning paper.

Well, I, I did miss it. No problems, I hope.

Just one, the presses broke down.

Oh, well, I'm sorry to hear that.

It's alright. It's alright. They're fixed now.

Just a short issue this time

but you'll understand, won't you, Mr. Stark?

Let's see. You're not a subscriber, are you?

Huh?

Oh, no, no.

Well, you ought to think about it

because after all, how are you going to know what's happening

in your town without the "Star?"

Here's a complimentary issue, for you, too!

- So long. Huh? - Ed.

You really think you have a chance, don't you?

Well, frankly, Mr. Stark, I was beginning to wonder.

Then something happened last night that cheered me right up.

You read about it on page one.

Well, h-honest, boss, it couldn't be.

We trashed the place. I mean, we ruined it. Didn't we?

We can't have!

It ain't possible... is it?

I hate to tell you this, doctor

but there aren't any fish in that river.

In fact, there isn't any river.

That's okay.

- Me no use bait. - Oh, I see.

I, uh...

...want to thank you for what you did.

I don't suppose you'd care to tell me why or how.

What's the matter you? All the time talk!

- Scare away fishie! - Wise guy.

Hey, Ed! Ed, come here!

Boy! Listen, Ramsey and some of them other fellas

had a sort of get-together in the cafe.

- Well? - They're gonna sell out

...to stark!

- You sure? - The vote ain't till tonight...

...but it don't look good. They're scared.

Stark was right. I was crazy fighting for that bunch.

Mr. Cunningham, please!

You come circus tonight, maybe big surprise!

Ooh, I catch! I catch!

Ooh, fishie!

- Oh, look! A trout! Trout! - Ed, did you see that?

- Yeah. Come on. Come on. - Ed.

It's a trout! Oh!

It's a trout!

It's a trout!

Welcome, ladies and gentlemen.

Welcome once again to the final showing

of the circus of Dr. Lao.

Tonight we're going to present to you what they call

if I may revert to the language of France

as the piece de resistance.

In the words of the philosopher Mencius

you ain't seen nothin' yet!

You can say that again, doc!

- Ah! - I'm sorry.

Hello.

You know, you remind me of someone.

- Oh? - Mm-hmm.

A woman I know.

Her name's Angela Benedict.

Same height, same weight, same general features.

Ever meet her?

No, no, but I've heard of her.

She's... supposed to be a most unpleasant person.

Uh, no!

Uh, now...

Whoever told you that? It's a lie.

Angela's, uh...

Well, you see, Angela has got a problem.

What kind of a problem?

The worst kind, same as mine

loneliness.

- Oh. - 'Mm-hmm.

It's just about the worst thing

that can happen to a person.

You see, people think that Angela's hard.

People think she's cold, but let me tell you

she isn't hard, and she isn't cold.

She's soft...

...and warm.

Only she's afraid to let anyone know.

Well, that sounds very odd to me.

No, it isn't odd at all.

That's what I'm trying to tell you.

Loneliness can do that.

Then...

Of course, it isn't any of my business

but why don't you and this person become friends?

I-I mean, if you, you're both lonely and.

She doesn't like me.

And besides, it doesn't make any difference now.

The town we live in will be deserted in a few weeks.

Ed?

Well, they haven't decided yet, have they?

Let's pretend they haven't.

I'm very pleased to meet you, miss, uh...

Call me Angela.

Angela.

It's a beautiful name.

You were born with a great love for humanity, Clinton Stark.

But this love soon turned to bitterness and contempt.

Why?

It's because in all your years

you've never been able to understand

that perfection exists only as an ideal.

Who's interested in ideals?

Get the money. That's what counts.

Hold it out to the people.

They'll grab at it.

That's the truth. There's nothing in between.

Oh, but there is. Life is sharing.

You began with an extreme notion of man's good

his strength, and his nobility.

You ended with another extreme equally false

the notion of man's evil

his weakness and his ignobility.

Now you're involved in proving that point.

And proving it pretty well, I'd say.

If you believed that

you wouldn't need to reassure yourself every day.

Look at you now

gloating over a victory which is a defeat

a defeat for all the ideals you once held sacred.

They'll vote to sell.

And then what have you shown

'but your own greed'

and your own sick hunger for self-destruction?

If the people sell their town to you

you will realize an extensive profit

because you alone know that a railroad

is planned for this area within the year.

How did you find out about that?

I am Apollonius of Tyana.

Did you tell anyone?

That would have the effect of altering the future, Mr. Stark.

Five cents, please.

Am I going to win?

Yes.

What I can't figure out is

how he managed to get so much into this tent.

Seems to be bigger on the inside

than it is on the outside.

Dr. Lao is a remarkable man.

Peanuts! Peanuts!

Hey! Hey! How soon's the show going to start?

- Almost instanter. - How much are peanuts?

- One penny. - I'll take a bag.

Out of a nickel.

Pass that up, please.

- How much is the popcorn? - Peanuts! Popcorn!

- What's that? - How much is the popcorn?

Popcorn's free.

And now on with the show!

Aah!

Aah!

Ride 'em, Sonny! Ride 'em!

Ride 'em, Sonny!

Oh!

Oh!

For me? Oh!

Oh, thank you. What a nice man.

A real gentleman.

He's blind.

He can't see.

Oh.

Now, ladies and gentlemen

the spectacle you've been waiting for.

The fall of the city.

Ooh, I almost forgot! Excuse very much! Excuse!

Ooh, I almost forgot...

My pet!

Loch Ness monster, excuse!

Excuse very much. Excuse please.

The fall of the city.

The city's name was Walderkan.

It existed beyond the edge of the world

some years before the beginning of history.

There are no records of Walderkan

no artifacts, no descendants of its people.

In fact, there is no real proof

that there ever was such a place.

Yet it was as real as pain.

Citizens of Abalone, I give you...

...Walderkan!

It was a small city, a humble city.

Its people had little in the way of worldly goods

and this little made for themselves by themselves

or euchred from the stubborn soil

or plucked from the cold and capricious heart of the sea.

Yet the Walderkanese were content

for in the goods of the spirit they were rich.

For them it was enough to partake of creation

and to give thanks unto their God

enough and more.

Then one day a stranger appeared in Walderkan

and he said to the people...

Not enough!

You are poor when you could be rich.

You eat of humble fare

when you could feast!

You scratch at the ground, and the ground mocks you!

You pray to your God, and he laughs at you!

Fools!

Begone from this blighted place!

- Give me the money! - Fools!

Fools! Fools!

And suddenly people were not content.

They listened to the stranger

and sold their souls for pieces of silver.

Then a fearful thing happened.

The God of all life looked down

upon the people of Walderkan

and was displeased, and he said:

"Treasures I have given thee beyond compare

"yet thou didst spurn them

and for a handful of silver sold thy soul."

And because he had been angered

God pointed his finger

and visited upon the city of Walderkan

the greatest plague of all...

...oblivion.

Time has come

when we must decide whether to accept Mr. Stark's terms

but before the final vote is taken

I'd like to say...

Well, I'd simply like to say

let your conscience be your guide.

Would a show of hands be satisfactory, Mr. Stark?

Mmm.

Alright, then.

All those in favor of accepting Mr. Stark's proposal

raise your hands.

I-I said those in favor of accepting Mr. Stark's proposal.

Those-those against?

Citizens of Abalone, I've lost.

But I want you to know it's the kind of loss

I've wished for a long time.

So I guess I've really won.

I think you ought to know

the railroad's coming through Abalone...

Which means money for you.

But you've gained something more than money, my friends.

So have I.

How it happened...

...I don't exactly know.

Somehow I think we all owe a debt of gratitude

to an old Chinese fakir named Lao.

Dust storm!

Well, goodnight!

- Goodnight, Tim! - Goodnight!

Isn't it a beautiful night, Angela?

Oh, yes, it's beautiful.

It's getting worse!

Oh, you'd better stay awhile, Ed.

- How do you feel? - Oh, wonderful.

I woke up and I found out something.

Care to tell me, Angela?

Oh, just that there's music in the air

and that I'm a liar and worse.

I'm in love.

Didn't I say he's a hypnotist?

- Who? - That old Chinese fakir.

The way I figure it, he's got everybody hypnotized.

Dirty foreigner.

I need more rye, and fast!

What do you suppose happened to the boss?

He turned yellow, that's what.

And I'm through with him! You hear me? Through!

Hey, Carey, you know...

...you know, I, I think we ought to

pay that little baldy a visit.

Yeah. Shake him up a little.

You'll see how fast them people come to their senses.

- We'll show 'em who's boss! - What about the storm?

Who's afraid of an itty-bitty storm?

Carey, how come the tent don't blow down?

He's got it hypnotized, too!

He's got everything hypnotized, except us!

Let's go!

Hey, baldy, where are you?

Come on out, you old Chinese fakir!

Ah! Ahh!

Hey, Carey, have a look.

Lucas! Lucas!

Hey, Carey!

Lookee, here's our friend! Come here!

Carey, finish him off!

Dr. Lao, open up!

Dr. Lao, hurry!

Dr. Lao, please open up!

Dr. Lao, please hurry!

Dr. Lao, it's Mr. Stark's men!

They're wrecking your circus!

They just let your pet out!

Loch Ness monster out of tank?

Ooh! Help!

Help! Wait! Wait!

Ooh! Ooh!

Ooh!

Okay, Mike! Ooh! My pipe.

My pipe!

Let's go!

Over there!

Be careful!

Dr. Lao!

Please!

Please!

Get out! Get out! Get out of town!

Go! Go! Go! Get out!

Get out!

- Huh! - Aah!

Dr. Lao!

Dr. Lao, duck! He's going to eat you!

Ooh!

Oh, my pipe! My pipe!

Dr. Lao! Dr. Lao! Are you alright?

I guess so.

My glasses.

My glasses.

My glasses.

Here are my glasses.

My pet! My pet!

Ah-ah! Ooh!

Oh, I got him! Oh, I got him! Oh!

I got him! I got him! Okay!

That's show biz!

Come on, Mike.

Huh! The circus is gone.

Mike, I want you to tell the truth.

Honest, mom, I saw it with my own eyes.

It was bigger than a building. It chased them out of town

and it was gonna eat up Dr. Lao

but I lit the machine, and it exploded

and then it began to rain--

This belongs to Lucas. I recognize it.

You see? Now you believe me, don't you?

I believe something mighty fishy's been going on

the past couple days, I believe that.

There they are.

- Michael! Mike, come back here! - Mike, come back here!

Dr. Lao! Dr. Lao! Wait for me!

Mike! Michael!

Come back!

Wait for me, Dr. Lao! Wait for me!

Come back, Mike!

Wait for me, Dr. Lao!

I wonder where he came from.

Or where he's going.

Or if he was ever here at all.

I can do it! You see, Dr. Lao?

I can do it!

Look, Dr. Lao! Watch me!

I can do it!

Mike, the whole world is a circus

if you look at it the right way.

Every time you pick up a handful of dust

and see not the dust, but a mystery

a marvel there in your hand

every time you stop and think, "I'm alive

and being alive is fantastic."

Every time such a thing happens, Mike

you are part of the circus of Dr. Lao.