Quixotic old codger James Pop Up Morse (Peter Falk) enjoys spinning colorful yarns for his 11-year-old grandson, Chris (Josh Hutcherson). But the boys uptight, no-nonsense dad, John (Tim Daly), disdains Pop Ups fantasy world. Believing that John is stifling his sons imagination, Pop Up bolts from his nursing home and sets out on an adventurous cross-country road trip with Chris (sans Johns permission) in this made-for-TV family drama.