- A gangster's former mistress hooks up with a troupe of circus midgets who, as a sideline, rob banks and casinos.
- When her sadistic mobster boyfriend Travers (Joe De Santis) burns her with his cigar, brazen blonde Cleo (Angel Tompkins) retaliates by burning his private parts, sending him to the shower for relief. Once Travers returns to the bedroom, Cleo robs him at gunpoint and goes to the apartment of her friend Buzz (Todd Susman), where, after removing her clothes from his closet, she gives Buzz Travers' watch as a gift and flees. Soon after, Travers' henchmen, Faust (Jon Cedar) and Ganz (Philip Kenneally), come looking for her and when Buzz refuses to tell them where she is, they beat him up.
Now disguised in a brown wig, Cleo drives into a small town and pawns her fur coat for cash. Unbuttoning her sweater, Cleo convinces the owner of the local café to hire her as a waitress. Soon after, two midgets, named Cadillac (Jerry Maren) and Monty (Frank Delfino), come to the café where Cleo is working. As they explain that they are in show business and invite her to see their act, a customer begins to harass Cleo and they beat him up.
That night at an outdoor stage, Cleo watches "Slick Bender and His Little Cigars," an act featuring five midgets performing feeble acrobatics and corny routines. Cleo witnesses the performers making money, not only by passing the hat during the show, but by robbing parked cars, including hers. The following night, as they are dismantling the stage, she arrives demanding they return her gun, which was in her car. The gregarious Monty and Cadillac respond by offering her a drink and introducing her to fellow "cigars" Frankie (Felix Silla) and Hugo (Emory Souza). When their tough boss Slick Bender (Billy Curtis) rushes over to get rid of her, Cleo threatens to report the theft, but Slick retorts that the police should also check to see if the gun is stolen. Her bluff called, Cleo walks away.
Later, Slick goes to the café to see Cleo, returning her gun and offering her a job in his show, which she rudely refuses. Soon after, Travers' thugs arrive and she escapes by throwing coffee on Faust and shooting Ganz.
Performing in a new town, the Little Cigars are now selling a vitamin-enriched candy bar, purported to work as a love potion. As proof of its effectiveness, Slick introduces scantily clad Cleo as his girl friend while the four other little men mingle with the crowd, selling candy bars and picking pockets. Later, when Slick accuses Cleo of teasing the midgets, she angrily leaves to find "a big man" and is kissing a stranger in a bar when Slick barges in. A fight ensues, with Cleo taking Slick's side and ultimately holding the bar patrons at gunpoint as he cleans out the register, after which they leave together.
After she and Slick have made love, Cleo convinces him that the gang could make more money by using their size as an advantage. Slick then approaches the gang about doing bigger jobs, assuring them that the proceeds will be divided evenly, and they soon embark on a string of robberies. In one, Cleo leaves her car at a garage and when the mechanic closes up, the gang jumps out of the trunk and robs him. Next, they hold up the cashier of a movie theater, escaping under the turnstile. Finally, entering a commercial laundry by hiding inside bags of dirty linen, they force the owner to open the safe and, after stealing the money, escape into a waiting truck. Each time, Cleo drives them away to safety. At the next town, they go to a strip club where the dancers and midgets are old friends. Later, after Frankie is admitted to a backroom dice game, he ushers the gang in and they rob the gamblers.
Back in their isolated hideout, Slick divides the money and is about to discuss the big job, when Cadillac announces that he and Monty want to quit, having decided that five midgets and a blonde will be conspicuous, and soon be caught. Furious, Slick tells Hugo and Frankie to leave, too. Late that night, Faust and Ganz, who have followed Cleo there, enter the house, dragging her out of bed and waking the household. When they threaten to kill her, Slick shoots Ganz dead and Hugo strangles Faust, after which Slick observes that they must now stick together.
For their next job, the midgets are delivered to a grocery store hiding in crates of broccoli. As they sneak out of the crates that night to rig the safe with explosives, the police see Slick and Cleo parked in the lot. Cleo claims that they are cheating on their spouses and charms them into believing her until the gang shatters the glass door. The police grab Cleo, but the others get away.
The next day, Cleo is being transported by the police when a boy on a bicycle falls in front of their car. When the officers run to the child they realize it is really Monty, who has tricked them into thinking he was a child, and he pulls a gun on them. Cleo escapes to a waiting van, where she thanks Slick for rescuing her and he replies that he needs her for the big job, but finally admits he has feelings for her.
The gang arrives in Los Angeles where Cleo cases the Hollywood employment office. Back at their hotel, they finalize their plans for the job and talk about what they will do when they are rich, Cleo saying that she and Slick will go to San Francisco.
In the morning, they charge into the employment office with guns drawn, and after forming a pyramid, the top man climbs into the cashier's cage, demanding the money. Slick escapes to Cleo's waiting car, but when the police start shooting she drives away, leaving the others behind, and in the ensuing gun battle, Frankie is shot.
In San Francisco, Cleo arrives at a luxury hotel with Slick hidden in her trunk. Once in their room, Slick hides the money in a ceiling vent. Cleo is indifferent when Slick expresses sadness over Frankie and, when he later suspects her of sneaking out, he bitterly observes that she has a bad habit of leaving midgets behind. She then comforts him over the fate of the gang members and invites him into her bed.
The next morning, Slick wakes up to find a note saying she has gone to get their passports. While he is shaving, the rest of the gang, having eluded the police, pick the lock and enter. Incredulous when Slick appears happy to see them, the gang demands the money and when Slick discovers it is missing, they think he is deceiving them. They beat him and begin to strangle him, until they realize that he is heartbroken by Cleo's desertion and betrayal. Just then, Cleo comes back and Cadillac demands the money. Holding a gun to Slick's head, Cadillac gives her five seconds to produce the cash. Once she turns it over, they threaten to rape her, but decide against it, implying that they have all slept with her before. After they have left with the money, Cleo convinces Slick she was faithful and when confronted about leaving him behind, reminds him that she ultimately returned.
In the final scene, on deserted carnival grounds, Slick pitches the love potion candy bars from the back of the truck while a bikini-clad Cleo moves among the small crowd to sell them.
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