Grace is a shy, lonely fourth-grader. She watches the other girls from a distance and secretly wishes she were a part of their lives. Struggling with never knowing what to say or do when she is around the other neighborhood girls, Grace feels the sting of loneliness with each attempt she makes. Tillie has moved into her third foster home in nine months. Life has been hard, but Tillie refuses to let her circumstances bring her down. She sees meeting new friends wherever she goes as an adventure and challenge. When Grace and Tillie meet in a most haphazard way, they soon become friends and change each other's lives forever. One offers friendship, fun and adventures while the other demonstrates unconditional love and what it means to give unselfishly from the heart.