A young homeless boy and an old runaway man meet on a boxcar in Mississippi in 1934. The boy is on his way to see his sweetheart so they can run away together; but the old man is running from a murder. Their friendship is inevitable, but the characters they meet are quite unlikely. Eventually, they end up in an abandoned doll factory, and their attempt to build a normal life is unfruitful, leaving an orphan boy in love, a heartbroken little girl, and a dead rabbit that she adores, alone to figure out the difference between growing up, and losing all of your innocence.