After the storm ends, Pee-wee emerges from his storm shelter to discover that an entire traveling circus has been blown into his backyard. Befriended by Cabrini Circus ringmaster Mace Montana (Kris Kristofferson), Pee-wee hopes to impress Gina Piccolapupula (Valeria Golino), a trapeze artist and the circus' star attraction, thereby incurring the jealousy of his relationship with Winnie until she meets Gina's older brothers, the Piccolapupula Brothers. Gina leaves Pee-wee when she finds out about Winnie, but later returns to him when she realizes that Pee-wee actually loves her after calling off his engagement with Winnie.