Alone on a small stage, Jimmy Williams sits at a makeup table beneath an arc of lights. He carefully applies the creams and paints: first a coat of white, then a dusting of baby talcum, then bright red for a wide grin and rosy cheeks. A few spangles pasted around his eyes add sparkle. Gradually and magically, Happy the Clown emerges. Each clown's face is unique, Williams explains as he works, and no clown ever copies another clown's design. It is my first lesson in circus history.

Suddenly, a calliope tootles a loud and rollicking tune, and Happy waves his arm toward the white canvas big top, where banners flutter. I am caught up in the impromptu parade he leads down the midway, sweeping up lagging spectators along the way. The morning's circus performance, a gala show from the robust history of American circuses of the past, is about to get underway.

Baraboo, Wis., is not a name familiar to most people, but circus performers and fans know it well. This was the hometown of the famous Ringling brothers, founders of what would become the Ringling Bros. and Barnum & Bailey Circus, "The Greatest Show on Earth." The Ringlings gave their first performance on a Baraboo street corner in 1884, and until 1918 the southern Wisconsin town served as the circus's winter quarters. Today Baraboo is home to the Circus World Museum, the world's largest museum devoted to the circus. It occupies many of the original Ringling buildings -- all national historical landmarks, including the still odorous, old red brick elephant barn alongside the Baraboo River.

Centuries old in form, "circus" has always meant lively entertainment, gaudy and fun and sometimes a little scary, and Circus World does a wonderful job of recreating the excitement. As you might expect, its exhibit rooms are filled with the curiosities of the trade -- such as the huge cannonlike device that once shot "human cannonballs" into a distant net. But during the summer, the museum also puts on its own full-fledged circus with top-ranked animal and acrobatic acts. And it does so in the old way, under a soaring canvas tent. I felt like I'd been transported back to those delightful summer days of my youth when the circus came to our little Midwestern farm town.

The only other American community that might rival Baraboo in circus lore is Sarasota, Fla., which became winter quarters for the Ringling circus in 1927. By that time, circus management was in the hands of John Ringling, the last of the five founding brothers. A major force in the development of Sarasota, he built an exotic Venetian-style mansion, "Ca' d'Zan," and a nearby museum to house his magnificent collection of artworks, both of which are open to the public. On the Ringling estate is also another circus museum, the Circus Galleries, which displays such oddities as midget Tom Thumb's formal calling card. It's about the size of a postage stamp.

Although the Ringling circus subsequently transferred its winter quarters 30 miles south to Venice, Sarasota is still very much a circus town, because many circus performers past and present continue to live there -- along with a Ringling descendant or two. A dozen or more brass plaques in St. Armands Circle, a park planned by John Ringling, pay tribute to the most famous of the top acts. So strong is the circus spirit that the local school system sponsors extracurricular training in circus skills, and each spring participants put on a series of big shows -- the Sailor Circus -- in a permanent tent on the Sarasota high school grounds. In Venice, the Ringling circus holds Clown College for 10 weeks each fall, training aspirants to carry on the profession.

Between them, Baraboo and Sarasota tell a fascinating tale of the American circus and of the hard-working brothers who built the biggest of them. I visited both towns this summer -- Sarasota first, although I now know I approached them in the wrong chronological order. Baraboo is the birthplace of the Ringling brothers' circus, which initially was quite modest, and the principal font of circus fact and trivia. Sarasota represents the fame and the fortune the Ringlings ultimately attained, and the disappointment that followed.

The heyday of the American circus came decades ago, well before movies and television, when it was these traveling troupes that brought dazzling spectacles into the lives of an eager public. Although greatly diminished today, the circus lives on and, I was pleased to learn, doing quite well.

More than 100 circuses are in operation in the United States and Canada, according to the Circus World Museum research center in Baraboo -- about a third of them "under canvas" as most were in the old days. The grandest American circus remains Ringling Bros. and Barnum & Bailey, now owned by showman Kenneth Feld, who operates out of headquarters in Tysons Corner. Feld dispatches two units, the Red and the Blue, each of which is on the road about 50 weeks a year. Together, they give more than 1,000 performances annually in 85 cities.

To the delight of nostalgic circus fans, myself among them, the Baraboo museum has revived one of the grandest of the old circus traditions, the circus parade. Each July, a circus train transports a part of the museum's magnificent collection of antique horse-drawn circus wagons -- many of them elaborately decorated with hand-carved trim -- to Milwaukee for a colorful, music-filled parade out of the past. More than 750 horses are required to pull the wagons, and the event draws tens of thousands of spectators. A mini-version of the exuberant procession -- clowns, calliope music, a baby giraffe and the spangle-clad stars of Baraboo's big top show -- rolls down the Circus World midway every day of the summer.

I grew up going to the circus, and I've never forgotten the joy it gave me as a child. In Baraboo, especially, and Sarasota too, I figured I was in a circus fan's heaven. "A show for children of all ages," said the Baraboo ringmaster as the big top performance got underway. I certainly fitted into that category. The excitement I had felt as a youngster was still there, I found, and the peanuts tasted just as delicious as I remembered them.

In a three-ring circus, there's so much going on you don't where to look. The same thing is true on the grounds of the Circus World Museum. Where to begin? I head first for the midway -- the circus Main Street -- to get the flavor of the place before making my way through the numerous exhibit halls. Even the wagon barn, sheltering some of the most gorgeous wagons in circus history, has to wait.

Approaching the midway by way of a footbridge across the shady Baraboo River, I see a circus scene from my childhood: In an open, grass-covered field rises the huge white tent, trimmed in red and blue, with flags flying from every post top. Brightly painted wagons dot the 55 acres of grounds, and flatbed rail cars stand waiting as if they have just been unloaded. Youngsters are lined up for pony and baby elephant rides, and families sit beside the river snacking on hot dogs and lemonade sold from food carts. Calliope tunes dance from ear to ear, and in the distance a lion practices its growl for the upcoming show.

Authenticity is important at Circus World Museum, which is owned by the State Historical Society of Wisconsin, and this is apparent right from the start. Tickets to the museum are sold from an original wooden ticket wagon, painted bright red -- the traditional color -- so customers can spot it easily. Demonstrations of circus craft are presented almost continuously. In one Ringling barn, a circus musician performs on a dozen odd contraptions made up of horns, chimes and bells, each capable of producing spirited circus music as they did in years past. Modern-day roustabouts using teams of horses -- large and dependable Percherons -- quickly load and unload wagons from the rail cars, re-enacting moving day at the circus.

Circus World is also a primary repository for circus memorabilia. Its most important collection is its antique parade wagons. Until the 1930s, parades were a major form of circus advertising, and every traveling show strove to offer the best parade it could to bring in the paying customers. Some of the wagons -- the equivalent of today's parade floats -- were so elaborate they achieved a fame of their own and were eagerly anticipated by the local folks welcoming a circus to town.

The museum has gathered more than 150 of these historic conveyances, about two-thirds of the wagons still known to exist. Most of them served a utilitarian purpose, carrying the circus band, the show's cast and the menagerie. But some -- called tableau wagons -- were entirely ornamental, meant simply to delight. When they parade through Milwaukee each July, spectators stand up and applaud. Carefully restored, they fill a hangar-sized pavilion. The oldest dates back to 1856.

A spectacular wagon from Pawnee Bill's Wild West Show, built in 1903, displays scenes from American history in painted wood carvings. On one side, Pocahontas saves John Smith and on the other Columbus discovers the New World. The silver and white Star Tableau Wagon looks like a giant wedding cake. Circus beauties once posed atop it. A two-headed dragon arises from the interior of the Golden Age of Chivalry Tableau Wagon. The heads were detachable, for safeguarding when the circus was on the move.

The iron bars on the amusing hippopotamus wagon, built to display the circus's hippo on parade, are curved outward so the occupant -- floating in a deep tub -- had room to turn around. More sinister are the snake carvings on the glass-sided wagon. It usually carried a performer who worked with large snakes. The glass prevented the snakes from slipping away. The largest of the lot is a 28-foot-long bandwagon known as "The Two Hemispheres." Built in 1896 for the Barnum & Bailey circus -- and once famed wherever the circus played -- it depicts emblems of the nations of the Eastern and Western hemispheres.

In other exhibit halls, the museum displays extravagantly boastful old posters -- it has the world's largest collection. And it makes use of fascinating old photos to trace the history of the American circus in which the Ringlings of Baraboo played such an important role.

With brains, talent, hard work and luck, the Ringlings built their circus into the biggest and best in the country, buying out many other circuses along the way -- including the Barnum & Bailey show in 1907. How did the five brothers (assisted by two more brothers and a sister) come to form their enterprise in a little Midwestern community? I was surprised by the answer, which turned out to be a very practical one.

Among circus folk, Wisconsin is considered "the mother of circuses" because it has been home for so many of them. Since 1847, more than 100 circuses have been based in the state, six of them getting their start in Baraboo. One set of Ringling cousins in Baraboo founded a circus of their own, and other cousins built fancy circus wagons.

Circuses that might perform as far away as the East Coast found Wisconsin an economical place to establish winter headquarters despite the state's notoriously cold winters. The reason was simple enough. Hay and other feed were cheaper in the area, and every circus had plenty of work horses and performing animals to feed. Obviously, the Ringlings had plenty of examples to follow when they were getting started.

A tour trolley departs Circus World Museum frequently throughout the day for a drive through the still mostly sleepy streets of Baraboo, a tidy community of pleasantly shaded streets. A guide points out some of the still-standing residences of Ringling family members, including the modest ones they lived in at the outset of their circus careers and the big mansions two of the brothers later built.

But now the calliope is sounding a call to the big top, and I am carried along by Happy the Clown's snappy parade down the midway. The show, the centerpiece of Circus World's demonstrations, is about to begin. As I take my seat, I recognize the familiar circus smell of sawdust and animals.

Quickly, I see that this isn't going to be a short, stripped-down version of a circus, as I was expecting, but a full-fledged, 75-minute show with a spirited band, breath-stopping acrobatics, wild animals and a rousing flag-waving climax.

One of the headliners is Lou Ann Jacobs, appearing with her troupe of "petite performing pachyderms," all dressed in top hat and bow tie. Jacobs grew up in the circus: Her father, Lou Jacobs, was a famous Ringling clown for decades, earning himself one of the brass commemorative plaques in Sarasota. Today, he is here in Baraboo to watch his daughter's act.

The biggest star on the program is Jaime Ibarra of the Flying Ibarras of Mexico. He holds the world's record for a triple aerial somersault on the high trapeze. The crowd gasps in unison and roars its approval when he executes the triple for us in a dazzling whirl that seems almost effortless.

Too soon the show is over, and I am back out on the midway to tour more of the exhibits. I learn, among other curiosities, that circus folk pronounce the word "calliope" to rhyme with "antelope," as in "calley-ope," and that all circus rings are the same size -- 42 feet. This dimension creates a centrifugal force that allows a rider to stand more easily atop the back of a cantering horse. It also makes it possible for riders and horses to perform in any ring in the world.

Along the way, a sign catches my eye: "Every day is circus day." At Circus World Museum in Baraboo, this is wonderfully true.

In its own way, John Ringling's 66-acre estate in Sarasota is as fascinating as a circus performance. A self-made millionaire and international financier, he was a complex man. Though the circus gave him his start, he wanted to be remembered, it seems, as a patron of the more refined arts of painting, sculpture and tapestries. As he acquired wealth, he put together an opulent collection of old master treasures from Europe -- almost none of them relating to the circus.

The last of the founding brothers to head the circus, and the most famous one, he prospered in oil wells and in Sarasota real estate until the stock market crash in 1929. Ultimately, he lost control of the circus. At his death in 1936, he bequeathed to the state his unusual home, Ca' d'Zan (House of John), and his rich museum, the John and Mable Ringling Museum of Art, named for himself and his wife.

The colorful Circus Galleries on the property were introduced by the state of Florida after his death. "John would have been displeased," says Patricia Ringling Buck, spokeswoman for the museum, author of the museum's guidebook and the grandniece of John Ringling.

Overlooking Sarasota Bay, the house is a sumptuous artwork itself, built to resemble the Doges' Palace in Venice. A broad marble terrace steps down to the water's edge for a beautiful view. The Italian theme is continued in the design on the Ringling art museum, an Italian Renaissance villa wrapped around a large courtyard filled with classical statuary and splashing fountains. The most important of the museum's exhibits are five wall-sized works by the Flemish painter Peter Paul Rubens, completed in 1625. Referred to as "cartoons," they are the detailed patterns -- complete paintings, really -- for a famous series of Rubens tapestries known as "The Triumph of the Eucharist."

As impressive as they were, I was more taken by a little work called "The Greatest Show on Earth" by John George Brown, a 19th-century American painter. It depicts a gap-toothed shoeshine boy in knickers sitting on his work box reading about P.T. Barnum, the circus showman. Obviously, the circus is in town, and on the boy's face is a look of pure delight. In filling his museum, Ringling mostly overlooked his circus origins -- which is too bad, I thought, looking at the painting. The circus is an art form too, and one in which he and his brothers were the reigning masters.

Though John Ringling might object, I think I would have been disappointed if the Circus Galleries had not been created on his estate. They occupy what was once Ringling's garage, now much enlarged. The exhibits are few, compared with the abundance at Circus World Museum, but they impart the lively flavor of the circus. Wagons and costumes provide plenty of color, and circus bravado is represented in a nice display of circus posters.

The Tom Thumb exhibit, however, drew my closest attention.

Born in 1838, Tom Thumb was one of P.T. Barnum's most celebrated performers. Although his diminutive size brought him fame, it was his charismatic personality and performing talent, according to the museum, that assured him lifelong celebrity. Like his calling card, his silver dress sword is in doll-like miniature. It is not much longer than a pencil.

I got so caught up in the circus history that after I left the galleries, I drove down many of the residential streets where circus performers are said to live, looking for telltale trapeze and acrobatic contraptions in the back yards. Some of the big acts use them to practice, I had been told, when the circus is not on the road. I didn't see any though, so I'll have to take this insight into Sarasota on faith. I did drive south to Venice to take a look at the Ringling winter quarters. The place, shut up tight for the summer, looks like a huge farmyard filled with big barns for the animals.

No circus fan should leave the Sarasota area without taking a walk around St. Armands Circle on John Ringling Boulevard to see the plaques in the park's Circus Ring of Fame. The names of the performers are legendary: the Zacchini brothers, who perfected the human cannonball act; Mary Wirth, the first woman to somersault from one horse to another; the Wallendas, who formed a seven-person human pyramid on a slender wire; Franz Unus, the equilibrist who balanced his body on his right index finger; and, of course, Emmett Kelly, who achieved fame as Weary Willie the clown.

When I was growing up, we kids used to dream about running away with the circus -- if only for a few days. After a visit to Baraboo and Sarasota, I feel as if I got my wish at last.

SARASOTA WAYS & MEANS

The John Ringling estate is open daily from 10 a.m. to 6 p.m. except Thanksgiving, Christmas and New Year's Day. On Thursday, the hours are 10 a.m. to 10 p.m. The estate includes the Ringling winter home, Ca' d'Zan; the John and Mable Ringling Museum of Art; and the Circus Galleries.

Admission is $6 for adults; $1.75 for children 6 to 12; and free for children under 6. Admission is free on most Saturdays.

For information: The John and Mable Ringling Museum of Art, 5401 Bay Shore Rd., Sarasota, Fla. 34243, (813) 355-5101. GETTING THERE: American, United, USAir, Delta and Continental are among the airlines serving Sarasota from Washington. USAir currently is quoting a round-trip fare of $198, based on a three-day advance purchase. The ticket is nonrefundable. WHERE TO STAY: The best hotel in Sarasota is the Hyatt Sarasota, (813) 366-9000, where a room for two overlooking Sarasota Bay is $110. At Days Inn at the airport, (813) 355-9721, the rate is $35; the motel is located about two minutes from the John Ringling home and museum.

Another possibility is one of the beach-front motels located on Lido Key facing the Gulf of Mexico -- an easy 10-minute drive from downtown via John Ringling Boulevard. INFORMATION: For more information, contact the Sarasota Convention and Visitors Bureau, 655 North Tamiami Trail, Sarasota, Fla. 33577, (813) 957-1877.

-- James T. Yenckel BARABOO WAYS & MEANS

Circus World Museum is open year-round, but performances and outdoor demonstrations are presented only from May through mid-September. This season's performances conclude Sept. 16; hours are 9 a.m. to 6 p.m. daily. Summer admission is adults, $8.95; children (3 to 12), $5.50; children under 3, free; seniors (65 and older), $7.95. The one-day ticket is good for all performances and demonstrations. Winter hours are daily 9 a.m. to 5 p.m. except Sunday, 11 a.m. to 5 p.m. Winter admission is substantially reduced. For information: Circus World Museum, 426 Water St., Baraboo, Wis. 53913, (608) 356-8341. Recorded information, with a calliope tune playing in the background: (608) 356-0800. GETTING THERE: Baraboo is about a 2 1/2-hour drive northwest of Milwaukee via I-94. Midwest Express, a Milwaukee-based airline, offers nonstop flights between Washington and Milwaukee, with continuing service to Madison. Madison is about a 45-minute drive from Baraboo. Midwest Express is quoting a round-trip air fare to Milwaukee of $228 per person, based on a 14-day advance purchase and a Friday or Saturday overnight stay. WHERE TO STAY: Quiet little Baraboo has about a dozen mostly modest motels. A family traveling to the Circus World Museum might want to consider staying instead in the lake resort community of Wisconsin Dells, about a 15-minute drive north. A bustling place, the resort may well be the world capital of water parks, miniature golf courses, wax museums and other gimmicky attractions. INFORMATION:

For accommodations in Baraboo: Baraboo Chamber of Commerce, 124 Second St., Baraboo, Wis. 53913, (608) 356-8333.

For Wisconsin Dells: Wisconsin Dells Visitor & Convention Bureau, P.O. Box 390, Wisconsin Dells, Wis. 53965, 1-800-223-3557 and (608) 254-4321.

-- James T. Yenckel