An aging clown saves a ballerina from suicide and encourages her to live and revive her career as she falls in love with him.
In 1914 London drunk Calvero (Charles Chaplin) smells gas and saves Terry (Claire Bloom) from death by getting a doctor. They carry her up to Calvero’s room. The landlady, Mrs. Alsop (Marjorie Bennett), sees Terry in his room and tells him to get rid of her because she has rented her room.
Calvero sleeps on his couch and dreams he is entertaining in a music hall. He sings and has performing fleas. Terry tells Calvero she is better; but she feels helpless because she can’t dance anymore. He is pretending to be her husband. She says life is meaningless, but he says it is desire. Calvero dreams he sings about love. Terry comes on stage, and they chat.
Calvero offers her breakfast. She cries because she can’t stand up. He says he drank to be funny, but now he can’t get a job. He gets a telegram from his agent, and John Redfern (Barry Bernard) tells Calvero he got him a music hall job. Calvero is proud but accepts. The doctor tells Calvero that Terry’s only illness is psychosomatic. Calvero tells her that she is ashamed to dance. She tells him how she fell in love with the shy composer Neville (Sydney Chaplin). She gives him extra sheet music and change, and she loses her job. Calvero imagines the story has a happy ending. Terry cries, and Calvero encourages her. He gets her to try to dance with him. He flirts with Mrs. Alsop to put her off the rent.
Calvero performs, but people walk out. He comes home late and tells Terry they walked out. He cries, and she tells him to fight. She realizes she is walking.
Six months later Terry dances in the chorus and learns that Calvero got a part. He has been drinking with Mrs. Alsop and musicians.
Calvero gets the clown part. Neville plays piano as Terry auditions before Postant (Nigel Bruce), who hires her. Terry tells Calvero that she loves him and wants to marry him. He laughs.
Terry has lunch with Neville. In the ballet Terry is dying, and Calvero tries to make her laugh. Offstage Terry says she can’t move, but Calvero gets her to go on. He prays, and she dances. She is cheered and dines between Postant and Neville, who was drafted by the army. Calvero gets drunk. Neville takes her home and says they love each other. She says she loves Calvero, and Neville says goodbye. Calvero tells her that she deserves more, namely Neville.
Bodalink (Norman Lloyd) tells Postant that Terry is going to marry Calvero. He learns that a friend is auditioning for his part, and he leaves Terry. In uniform Neville sees Calvero begging for musicians. Postant asks Calvero to come see him. Terry finds Calvero and cries.
At a benefit for Calvero produced by Postant, Calvero takes a drink. Terry wishes him well. The audience laughs. In his encore Calvero and a piano player (Buster Keaton) perform slapstick. Calvero is carried off in a drum and says he hurt his spine. He is dying and tells Terry they will tour the world. Terry dances, and Calvero dies.
This bittersweet comedy explores a suicidal crisis and the sadness of a fading career as two people of different ages try to encourage each other to rise out of their troubles by loving each other.