Recruited in the middle of the night by an angry mob, Kleinman (Woody Allen), a cowardly bookkeeper, must track down a famous criminal. He comes across a sword swallower, called Irmy (Mia Farrow), who runs away from the circus with her boyfriend to escape from some clowns. He decides to help Irmy and being eager to escape the angry mob, Kleinman quits searching for the killer, or at least that is what he thinks. While hurrying in the dark night, Kleinman and Irmy enter into a mysterious world, full of shadows and fog from which they might not come out again.