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 divorce lawyer Grey Ellison into believing she backed her Mercedes into Bill, they're only hoping for a free meal. But after Grey accidentally hits Bill for real, she insists on putting the two up for the night, even over the objections of her snotty fiance.
After a confrontation with Bill exposing the truth of the con, Grey lets them stay for as long as they need to when she understands the precarious position the homeless pair are in. 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 strives to give Curly Sue the life she deserves, altering his own life to meet those standards.