In Act One, Clara and her obstreperous brother Fritz travel with their wealthy parents by Pullman train to snowbound New York. At Grand Central Station, they see the Circus loading up, supervised by John Ringling, the Circus King, and his nephew, John Ringling North. The fascinated Clara wanders across the hall and meets the famous trapeze stars, Sugar and Prince, but is hauled away by her parents to the family’s Christmas Eve party at a fashionable, ritzy hotel.

To Clara’s delight, the Ringling entourage arrives as surprise guests at the hotel party where, from out of a circus trunk, John Ringling produces an assortment of gifts—a Christmas Tree fairy resembling Ringling’s beloved late wife Mable, which he presents to the hotel manager, a nutcracker for Clara, a wind-up mouse for Fritz, and toy clowns for all the children. While the children are delighted with their gifts, Fritz is unimpressed with his wind-up mouse (until he disrupts the party with it) and fights Clara for her nutcracker, which is broken in the squabble. Thankfully, John Ringling and John Ringling North come to the rescue and, with a sleight of hand, mend the broken nutcracker.

After the party, Clara returns to retrieve her nutcracker, but she is menaced by the wind-up mouse, which has transformed into the Mouse King, a nightmare version of her brother Fritz. As the clock strikes midnight, John Ringling appears and by magic the nutcracker and toy clowns come to life. The hotel Christmas tree dramatically rises and shatters through the glass roof into the Manhattan skyline, while mice become Prohibition-era gangsters who battle with the Nutcracker and the clowns. Suddenly, the spirit of Mable Ringling descends, as in some Ziegfeld revue, to revive the Nutcracker and transform him into her nephew. With Mable now at John Ringling’s side and Clara reunited with John Ringling North, the four run away with the circus, through a Busby Berkeley-style Waltz of the Snowflakes with a Rockette chorus line led by Clara’s parents, who have been transformed into the Snow King and Snow Queen.

Act Two takes us to the Kingdom of the Circus (by train, of course!) at its winter headquarters in Sarasota, where John Ringling North introduces Clara and relates her bravery against the gangster mice. John Ringling invites his nephew, now the ringmaster, to begin the big top show in honor of Clara. The famous divertissements of Tchaikovsky’s original nutcracker become a succession of dazzling Circus acts—equestrian, Arabian, acrobats, tightrope, clowns and trapeze. Not to be outdone, ringmaster John Ringling North takes center stage and enthralls the audience with his dazzling display, while the Ringling Family Clowns encourage Clara to try her hand at the tightrope.

As the clowns and their brood head offstage, John Ringling descends from atop the circus tent and retrieves a bouquet of roses left behind. He is reminded of his beloved Mable, and soon her spirit appears. Joined by Clara and the Ringmaster, they dance the Waltz of the Roses, which pays tribute to Mable’s love of roses and her famous garden.

The circus celebration culminates in trapeze stars Sugar and Prince’s Pas de Deux, Solo Variations and Coda, followed by a grand finale waltz. The spirit of Mable Ringling returns with John Ringling, and they ascend together on her crescent moon as Clara, the ringmaster, and the circus wave goodbye.

Clara is transported back to New York, where she awakes from her fantasy in front of the hotel Christmas tree. John Ringling North appears to bid her farewell as he leaves to take on the mantle of his uncle’s circus legacy. Clutching her beloved nutcracker, Clara wonders: Was it all a dream or did it really happen?