Bill, an intellectually disabled man, ventures out into the world for the first time, having spent most of his life in a dreary inner city institution. He is taken in by a kind family and learns what it means to love and be loved for the first time in his life.

When maladjusted orphan Jesse vandalizes a theme park, he is placed with foster parents and must work at the park to make amends. There he meets Willy, a young Orca whale who has been separated from his family. Sensing kinship, they form a bond and, with the help of kindly whale trainer Rae Lindley, develop a routine of tricks. However, greedy park owner Dial soon catches wind of the duo and makes plans to profit from them.