Charlie Bartlett is a retired railroad worker whose dream of crossing the country in a hot air balloon is encouraged by his grandson Morris O'Neill, who decides to go along for the ride despite the misgivings of his widowed mother whose plans to remarry have left him disenchanted.

Spanning nearly 40 years from 1925 to 1964, two Texas farm boys; straight-arrow Gid and laid-back Johnny fight over the affections of the beautiful and headstrong Molly Taylor, who consistently refuses to marry either of them.