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Gwynplaine, a small boy, his features distorted into a permanent wide grin by order of James II because his father is a political enemy, becomes a famous clown.  He and Dea, a blind girl, travel with the van of Ursus, a mountebank.  Romance develops until Gwynplaine discovers he is heir to a peerage.

Barkilphedro, attached to Queen Anne's court, discovers Gwynplaine's claim to the title.  The queen, seeing an opportunity to discipline her half sister, Duchess Josiana, has Gwynplaine restored to his wealth and decrees that he shall marry Josiana.  Gwynplaine renounces his title, defies Josiana, and follows Dea and Ursus, who have been banished from England.  In his flight Gwynplaine is pursued by soldiers of the queen and Barkilphedro.

Escaping unharmed, he finds Dea just as the boat she and Ursus are taking is about to leave.