A disenchanted young Professor of Semantics at a California college learns of a distant relative's death in Missouri. He journeys cross-country to the funeral, then decides to spend the summer there and work as a laborer for a power-line company. In time, he meets a girl and falls in love but then faces an important decision as to which direction he wants his life to go.

In turn-of-the-century Mississippi, an 11-year-old boy comes of age as two mischievous adult friends talk him into sneaking the family car out for a trip to Memphis and a series of adventures.