It is 1937 Poland, and Miriam is devastated when her grandparents tell her that they can no longer survive as a family, and that the only solution is for David to go to an orphanage. Leaving her young brother behind with strangers breaks her heart, and Miriam decides to rescue him. When Miriam learns that David is being forced to work in a factory by the unscrupulous orphanage director, she realizes that rescuing him may prove difficult. Help comes in the unlikely form of Benji, the orphanage's resident bully, whose mean exterior hides a lonely boy inside. With his help Miriam is able to expose what is happening at the factory and reunite her family.