In late 17th-century England, a disfigured homeless boy named Gwynplaine, who had his face mutilated into a perpetual grin, finds an infant blind girl whose mother died from the cold in a snowstorm, and despite his own hardship take her with him, eventually happening across a carnival vendor named Ursus, who while initially horrified by Gwynplaine's appearance, then moved to pity, and he takes them in.
Fifteen years later, Gwynplaine has grown into a strong young man, attractive save for his deformed visage, while the girl, now named Dea has grown into a beautiful young woman, and two have fallen in love.
The spoiled and jaded Duchess Josiana, upon attending one of the carnival's performances, immediately becomes infatuated with Gwynplaine and seeks to lure him away for her own.
