Twelve-year-old orphan Bill Caldwell is sent to stay with his eccentric grandmother when his aunt and uncle go to Europe. Down on her luck in 1929 Detroit, Grandma rents out 22 rooms of her 25-room house. Every March, the circus comes to town and some of the more interesting characters stay at Grandma's. Young Bill learns much more about life interacting with his Grandma and her colorful boarders than living with his stuffy aunt and uncle.