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On the last day of class at the all boys Larabee School in England, Andrew Larabee captures his students’ flagging attention with a rousing song honoring his favorite Greek deity, Pan.  After class, Andrew’s fiancée, Letitia Fairchild, presses him to seek the house master position from his severe and exacting headmaster father Matthew, so that they might finally marry.  Andrew agrees, then welcomes his visiting older brothers, Dudley and Gregory, who also encourage him to request a promotion.

Later, Matthew chastises Andrew for failing to publish and dismisses Andrew’s passion for archeology and hopes of finding an ancient statue of Pan rumored to be buried not far from the school.  Matthew rejects Andrew’s desire to search for the statue until Dudley points out that should Andrew find it, he would have a topic on which to publish.

A few days later, with his father’s permission to make the dig, Andrew sets off to the burial site only to discover the Gallini family traveling circus is setting up on the location.  Because the area has been purchased by Lord Elmwood to establish a dairy farm, the police order the Gallinis to leave.  Determined to dig regardless of the circus, Andrew proceeds to the meadow, where the five Gallini brothers and their pretty younger sister Selena mistake him for a contractor.  Confused, Andrew assures the family it makes no difference to him if they remain, so the Gallinis happily unpack again.

Soon afterward, Lord Elmwood arrives to inspect the property and Andrew recognizes him as a former Oxford classmate.  When Elmwood threatens the removal of Andrew and the circus, Andrew, who knows an embarrassing detail in the lord’s past, lightly threatens to blackmail him and Elmwood agrees to give Andrew and the Gallinis a week before he begins construction on the dairy farm.  That evening, after being awed by the circus performance, Andrew dines with the Gallinis, then takes a walk with Selena, who reveals that she and her overly protective brothers have been reared by their uncle Antonio, the circus ringmaster, after the death of their parents in a car accident.

The next day, with help from the Gallinis’ pet chimpanzee Angelina, Andrew discovers an underground tunnel on the site where he has been digging.  Enthused, Andrew continues digging throughout the day and burrows into the tunnel ceiling which opens directly into the middle of the circus lion act. Unaware of the lions’ presence, Andrew climbs up through the hole and the audience cheers in anticipation.  When the lions threaten Andrew, he uses his best schoolmaster voice to order them back to their places and escapes the lion cage unharmed, which impresses Selena.

Later, Andrew confides to Selena his excitement upon hearing the audience and she tells him that he is a born "Joey" or, a clown.  Over the next couple of days, Selena teaches Andrew to juggle.  When Antonio discovers he has lost his voice, the family pleads with Andrew to take his place as ringmaster for the matinee.  Andrew agrees, but later when he spots Letitia and Dudley, who have come to check on his progress, he implores Selena to help him create a disguise.  With her brothers’ help, Selena dresses Andrew as a jolly, fat clown. Unable to find Andrew, Letitia and Dudley stay to watch the circus performance and do not recognize Andrew.

After the show, Selena is jealous to see Andrew with Letitia and later, follows him to the tunnel.  When Selena angrily hurls a stick into the tunnel, it causes a cave-in, trapping both her and Andrew.  Realizing that they cannot dig their way out, Andrew suggests that they conserve air by waiting until someone searches for them.  Concerned and suspicious about Andrew and Selena’s disappearance, the Gallini brothers search vainly for their sister all night.

The next morning when a hungry Angelina pulls up her stake in order to reach a banana, the ground under the stake gives way, revealing Selena and Andrew napping.  The Gallini brothers accuse Andrew of improper behavior and insist that he marry Selena immediately.  When Andrew asks Selena to tell her brothers that nothing occurred between them, she remains silent.  After Antonio then declares that the marriage will be set for the following Saturday, the family celebrates enthusiastically.  Unknown to all, Angelina has explored the tunnel and discovered the Pan statue, which she hides in her cage.

The following day when Andrew protests to Selena that he has obligations at the school and cannot marry her, she sadly agrees.  Returning home just before the start of summer school, Andrew admits to Matthew that he did not find the statue, but his father reveals he has promoted him anyway, allowing him to marry Letitia right away and thus insure future generations of Larabees to continue the academic tradition.  Matthew sets the marriage for Saturday, which depresses Andrew.

After summer classes begin, the schoolboys find a flyer for the Gallini circus and demand to go to celebrate Andrew’s wedding, but Andrew refuses.  On the eve of the wedding, Andrew is startled when Selena sneaks into his room to present him with the statue she found in Angelina’s cage.  Grateful, Andrew confesses that he is marrying Letitia and Selena kisses him goodbye.  When Andrew’s class is discovered missing on the day of the wedding, Andrew goes to the circus in search of them.

Meanwhile, Matthew, Dudley and Gregory discover the statue and the circus flyer.  They arrive at the circus to find Andrew in the middle of the Gallini brothers’ high wire act, where the aerialists are demanding that Andrew agree to marry Selena before they let him down.  Later, in front of the Larabees and the Gallinis, Andrew admits his love for Selena.  After Dudley proclaims his love for Letitia, Matthew recalls that the first Larabee was jester to a king and approves of Andrew’s marriage and new life in the circus.