Abandoned as a baby, Hollis Woods (Jodelle Ferland) has been in more foster homes than she can count. Edna (Alfre Woodard), her more than patient social worker, is at her wits end when she places Hollis in the home of Josie (Sissy Spacek), a retired teacher whose house and yard are filled with her own artistic creations. Josie immediately takes to Hollis, understands the troubled youngster, and is delighted to discover that Hollis is an artist herself.

Hollis responds to Josie's warmth and openness, and begins to feel like she's found a place to call home. But, Hollis becomes alarmed when she realizes that Josie is growing increasingly forgetful and confused by routine tasks. Hollis is afraid that when Edna becomes aware of the problem, Hollis will be forced to move again.

In an attempt to stay together, Hollis plans a bold escape and takes Josie to the vacant summer home of the Regan family, the foster family with whom Hollis spent the previous summer. The Regans wanted to adopt Hollis ... and the skeptical young girl had gradually come to believe that might be possible. But, when the Regans' teenaged son (Ridge Canipe) was seriously injured in an accident, things fell apart for Hollis again. Returning to the Regan home is bittersweet for her.

On the run, their plight becomes more desperate as Josie's forgetfulness grows worse and 12-year-old Hollis must now take care of Josie ... instead of the other way around.