A caseworker arrives at Bud Caldwell’s orphanage, the Home, and tells him and a boy named Jerry Clark that they have both been assigned to new foster homes. The woman tells Bud about his new home with the Amoses and their 12-year-old son. Bud feels sad but doesn’t cry at the news that he is going to his third foster home because his eyes “don’t cry no more.” Bud prepares his suitcase for the journey by first making sure everything is in it, especially the flyers for a band called “Herman E. Calloway and the Dusky Devastators of the Depression!!!!!!” Bud believes that the man in the blurry picture on the flyer is his father. He also reveals that shortly after his mother brought the last flyer home, he found her dead.
At the Amoses’ house, Todd Amos and Bud fight. When Mrs. Amos interrupts the fight, she believes Todd’s story that Bud started the whole thing, though Todd is actually the one who started it by pushing a pencil in Bud’s nose and calling him “Buddy” instead of Bud, which is something Bud hates. Mrs. Amos consoles Todd who pretends Bud has really hurt him, so Mrs. Amos tells Bud that she will take him back to the Home in the morning and that he will have to sleep in the shed that night. She also refuses to give him back his suitcase to make sure he doesn’t steal anything before he leaves. Bud apologizes to them, though he doesn’t mean it, before Mr. Amos takes him to the shed.
Mr. Amos puts Bud in the shed and locks it. Eventually he spreads a blanket and takes a nap. When he wakes up from his nap, he is frightened by what he thinks is a vampire bat and tries to kill it with a rake. However, Bud realizes too late that the bat is really a hornet’s nest. He tries to escape using the door, but in the process, he is stung multiple times and gets cut on fish heads. Eventually, Bud escapes using the window and decides that he is going to get his revenge. After sneaking back into the Amoses’ house, Bud finds his suitcase and puts it on the porch so that he can make a quick getaway. Then he hides the family’s gun and uses warm water to make Todd wet the bed. After, he takes his suitcase and goes “on the lam,” noting that he is in “serious hot water.”
Bud walks towards the library, looking for help from Miss Hill, the librarian. By the time he gets there, however, the library is closed, and he has to sleep outside on his blanket below a tree. Bud rifles through his suitcase to make sure the Amoses haven’t taken anything out of it. Satisfied, he ties up his suitcase and goes to sleep. In the morning, he runs to the mission for breakfast, but he is too late—the line has closed. Bud tries to plead his way into the line, but the guard threatens him. Suddenly a man grabs Bud from behind, refers to him as Clarence, and tells him to join his mother in line. Bud looks to see that his “mother” is a woman already standing in line with two kids, motioning for him to join her. Bud does as he’s told and is grateful to have their help to get breakfast. He refers to them as his “pretend parents.”
Later, Bud goes back to the library and looks for Miss Hill. Eventually Bud asks another librarian about her, but the librarian tells him that Miss Hill has recently gotten married and moved to Chicago, Illinois. Bud asks how far it would take to walk there, and the librarian responds that it would take 54 hours. However, Bud remains optimistic and returns to sleeping outside next to the tree.
The next day Bud wakes up, alert, sure that someone is watching him as he sleeps. He quickly realizes it is Bugs, his friend from the Home. Bugs asks Bud if he wants to take a train out West with him. Bud quickly agrees and begins to think of Bugs as a brother. They decide to go to “Hooperville” to catch the train. When they get to Hooperville, they realize it is made of makeshift homes and that it is actually called Hooverville. The people of Hooverville take Bugs and Bud in and give them food in return for their help with cleaning up. Bud, Bugs, another boy, and a girl named Deza Malone wash dishes after dinner. Deza gets Bud to open up about his mother and afterwards, they kiss. Before falling asleep, later Bud wonders whether he should go West after all, given that he has a better chance of finding his family in Flint.
Later, Bugs wakes Bud up and tells him that they have to hurry to catch the train. Bud almost forgets his suitcase, so he runs back for it, though in the process, he is separated from Bugs. Bud runs with the other inhabitants of Hooverville to the train but the cops stop them from getting on the train. As more people join the crowd waiting to get on the train, however, many of the cops give up. The Hooverville residents then try to get on the train. Bugs is successful, and though Bud tries to catch up with him, he is unable to. Bud returns to Hooverville just in time to see some cops destroy it. He takes the day’s failures as a sign that he should stay put in Flint for the time being. Bud wants to look for Deza, but decides to go to the mission and get breakfast instead.
After, Bud returns to the library and asks for a book to calculate distance between places. He then calculates he’ll have to walk for 24 hours to make it to Grand Rapids and decides to do most of his walking at night. That night, though, someone spots Bud when he fails to hide adequately along the side of the road. The man pulls over and coaxes Bud to come out of his hiding place with the promise of a sandwich and soda. Bud gives the man his name and tells him he’s running away from home. The man asks more questions and Bud lies that “home,” is Grand Rapids in the hopes that the man will put him on a bus there. Instead, the man tells Bud he’ll give him a ride there. He leads Bud to the car, and Bud sees a box containing the words: “URGENT: CONTAINS HUMAN BLOOD!!!” Bud believes the man is a vampire and tries to escape by locking him out of the car and driving away. Bud is unable to drive the car for long, however, so the man catches up to him on foot and explains that the blood is for a hospital. The man tells Bud that his name is Lefty Lewis, and Bud falls asleep in the car.
Bud wakes up a woman’s voice. As he listens to the woman complain about Bud’s physical state to her “poppa,” Bud realizes that she is Lefty’s daughter. When Bud opens his eyes, she introduces herself as Mrs. Sleet. Bud has breakfast with Mrs. Sleet, her two children (Kim and Scott) and Lefty. Then he and Lefty embark for Grand Rapids.
When they get to Grand Rapids, Bud pretends to go into his “father’s” club, the Log Cabin, before coming out and telling Lefty that his father told him to say thank you for bringing him. Satisfied, Lefty leaves, and Bud into the club for real this time. Bud sees six men in a circle and listens to one of them tell a story for some time before Bud makes himself known, convinced that the one speaking is his father. He walks toward the man talking and is surprised by how old he is.
Bud announces that the man speaking, Herman, is his father. Everyone, including Herman, is confused, but Bud continues to insist. Eventually a bandmember named Jimmy tells Bud to wait while they talk, and Bud wonders if he has to plan a quick getaway. Soon after, however, Jimmy calls him back and tells Bud that he’ll come with them for dinner at a restaurant called Sweet Pea, but only if he promises explain everything to them and tell the truth. After, Bud meets the rest of the band: the Thug, Dirty Deed, Doo-Doo Bug, and Steady Eddie. The band consoles Bud about his “mean old coot” of a father and make him feel welcome.
At Sweet Pea, Bud meets Miss Thomas, the vocal stylist for the band. Bud explains to Miss Thomas that his mother died four years ago and insists again that Herman is his father. Meanwhile, Tyla, the waitress comes to take their order and soon after, Bud enjoys the best meal he’s ever had. As he laughs and listens to stories with Miss Thomas, Steady Eddie, and Jimmy at the table, while the other members of the band sit silently with Herman E. Calloway, Bud realizes that he is right where he belongs and starts to cry. Bud is embarrassed, but Miss Thomas pulls him on to her lap consoles him.
Later Miss Thomas brings Bud to “Grand Calloway Station,” the band’s house. Miss Thomas takes Bud to where he’ll be sleeping. He soon finds out that the room belongs to a girl that is “gone,” which Bud takes to mean that she is dead. Herman angrily enters the room soon after and locks the closet doors so Bud can’t snoop through the contents of the room or steal anything. Bud is annoyed by the suggestions that he’s a thief, when there isn’t anything to steal in the first place. Bud soon falls asleep to what he thinks is the sound of his mother’s voice and realizes that “nothing could hurt him now.”
When Bud wakes up at noon, he overhears Herman tell Miss Thomas that he’s going to get Bud’s true story from Flint. Miss Thomas soon invites Bud to stay with the band for a while but cautions him that he’ll have to pull his weight. Steady Eddie gifts Bud with an old saxophone case and a flute. After, the bandmembers (sans Herman and Miss Thomas) help Bud choose his band name: Sleepy LaBone.
Bud begins to accompany the band on their travels. On their way back from one such trip, Bud has to ride with Herman. Before they depart, Bud sees Herman pick up a rock. Herman tells Bud it’s a habit and shows him more rocks in his car with writing on it. Bud tells him he has rocks just like those ones, but Herman doesn’t believe him. When they get back to the house, Bud takes similar rocks from his suitcase to show Herman, and Herman angrily demands where he got them from. Jimmy tries unsuccessfully to pacify Herman. Bud shouts that the rocks belong to his mother, Angela Janet Caldwell. Speechless, Herman stumbles inside. Jimmy reveals to Bud that that was the name of Herman’s daughter, so Herman may be Bud’s grandfather, not his father, after all.
Later, Jimmy and Miss Thomas ask Bud questions about his mother. Bud goes to get his picture of her from his suitcase and sees Herman crying in his room. Herman tries to apologize to him through his tears so Bud consoles him before leaving. Bud then shows Miss Thomas and Jimmy the picture, and they confirm that Bud’s mother is Herman’s daughter. Bud also realizes the room he’s staying in was really his Momma’s room. Miss Thomas explains that Herman and Bud’s mother had a turbulent relationship.
Miss Thomas gives Bud another picture of his mother to keep. When Miss Thomas and Jimmy go upstairs to see Herman, the rest of the band come in. They give him a new gift: a used saxophone. Bud takes the saxophone upstairs with the pictures of his mother. He puts the flyers and bag of rocks (minus the one that says Flint in Herman’s room), and hangs the picture of his mother on the wall of her old room. Then he closes his eyes and excitedly begins to practice.
