Quixotic old codger James "Pop Up" Morse (Peter Falk) enjoys spinning colorful yarns for his 11-year-old grandson, Chris (Josh Hutcherson). But the boy's uptight, no-nonsense dad, John (Tim Daly), disdains Pop Up's fantasy world. Believing that John is stifling his son's imagination, Pop Up bolts from his nursing home and sets out on an adventurous cross-country road trip with Chris (sans John's permission) in this made-for-TV family drama.

The family is pleasantly surprised and puzzled when Beethoven suddenly becomes obedient. Turns out it's a prince and the pauper scenario, with the real Beethoven now living with a pompous rich family.

A decade has passed in the small town where the original Sandlot gang banded together during the summer of ’62 to play baseball and battle the Beast. Now, back at the dugout, nine new kids descend on the diamond only to discover that a descendant of the Beast lives in Mr. Mertle’s backyard – a monster of mythical proportions known as 'The Great Fear'.