Unaware of a threatening message left by Crazy Joe Davola, Jerry is persuaded to join Kramer, Elaine and George for an opening night gala at the opera. After hearing Davola's message, Jerry is counselled by Kramer to stay cairn and call Davola to explain that there has been a misunderstanding. Meanwhile, wanting to surprise her date with the tickets, Elaine arrives to find him working out to the strains of "Pagliacci", after having converted his apartment into a shrine by covering the walls with surveillance photos of her. Insisting on leaving, Elaine then sprays him in the face with breath freshener to make a getaway.

When George announces that his date, Susan, will not be able to join them, he is stuck with a hundred dollar ticket for the opera. But, with George and Elaine not bringing their dates, Kramer insists they can sell the tickets for five hundred dollars apiece. As Kramer and George agree to meet Jerry at the theater, Davola makes himself up as the clown from "Pagliacci" as he prepares to track down Elaine at the opera. Insisting on being allowed to sell Susan's ticket himself, George is attacked by a wealthy patron who once ejected him from his son's wedding for making a lewd toast, while Jerry and Elaine panic upon realizing that Crazy Joe Davola was her date.

As Jerry and Elaine are harassed by a hapless street performer dressed as a clown, Kramer is approached by Davola with an offer to buy his extra ticket. However, when Davola approaches them outside the theater, Jerry and Elaine mistake him for the street performer outside -- until they detect the distinct smell of her breath spray. Meanwhile, after selling his extra ticket, George is surprised when Susan arrives to attend the opera after all. Finally, upon making it to the safety of their seats, Jerry and Elaine are shocked to learn that Kramer sold his extra ticket to someone dressed as a clown.