Cory (Dan Byrd) is an 11 year-old who has been bounced around in the foster care system for years. Not surprisingly, he has some behavior problems (who wouldn't in a case like this) and he's going to yet another foster home. Cory isn't easy to love and when he learns that the foster family is having a child of their own, he assumes they don't want him and he runs away with a most unusual old lady he's met...Carlotta (Julie Harris). Carlotta hates the old folks' home she's in...and loves to find an excuse to leave.
Eventually the pair find a circus...which is great since Carlotta worked most of her life in circuses. The pair get jobs with the circus and things seem to be going pretty well...though you know sooner or later, they are bound to be caught.
The film was made somewhat on the cheap. Despite this, it did have some familiar faces. Aside from Ms. Harris, Mickey Rooney and Charles Nelson Reilly are in the film. Overall, it's a bit schmaltzy and predictable...but it's also a family film that adults won't hate...which is a big plus!
By the way, you might want to have some Kleenex ready...just in case.