Jesse, a homeless orphan who spends his days evading the police, finally gets caught spray painting a whale tank at a local park. Because he distrusts adults intensely, Jesse's not too happy when authorities place him in a foster home and sentence him to clean up the tank he vandalized. Unexpectedly, Willy, the whale who inhabits the tank, takes a liking to Jesse, and the animal and child develop a bond -- a bond that also helps Jesse open up to the adults in his life, including his new parents and the whale's caretakers. But then Jesse learns that Dial, who owns the park, only wants to keep Willy if he can be trained to perform for an audience. Can the boy find a way to save his beloved whale before Dial plays some dirty tricks of his own'