Milly and Louis, and their recently-widowed mom, Charlene, move to a new neighborhood. Once there, they all deal with a variety of personal problems, but Milly finds a friend in Eric, her autistic next door neighbor. Eric has a fascination with flight, and as the story progresses, he exerts an enthralling force of change on all those around him.

Max Washington has just been released from prison after serving time for burglary. He returns to his old hangout, a hoofer club. His old girl friend, Amy, who still works at the club as a Tap instructor, is less than thrilled to see him. Her father, Little Mo, is happy to see him, because he has plans for a show involving Max. In addition, Max's old partners in crime have another job for him.