Bill Dancer and his young companion Curly Sue are the classic homeless folks with hearts of gold. Their scams are aimed not at turning a profit, but at getting enough to eat. When they scam the rich and beautiful Grey Ellison into believing she backed her Mercedes into Bill, they're only hoping for a free meal. But Grey is touched, and over the objections of her snotty fiance, insist on putting the two up for the night. As they get to know each other, Bill becomes convinced that this is where Curly Sue belongs - in a home, cared for by someone that can give her the advantages that his homeless, nomadic existence lacks. He plans to leave the young girl in the care of Grey and take off.... but Curly Sue has other ideas!