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An 11-year-old boy from Hinsdale, Illinois named Obie Dawkins (Ricky Busker) is out fishing with his father, who tells him about the birds and the bees. All the while Obie shows interest in his dad's watch, who eventually gives it to him. After having the fish they caught for breakfast with his family Obie is driven to school by his dad. While dissecting frogs in science class Obie's mom shows up to tell him that his dad is in the hospital. The family learns that he suffered a massive heart attack, which he dies from days later. After the funeral, Obie lingers to the one good memory of him and his father, the day his dad gave him his watch while they were out fishing. The family tries to move forward, so Obie heads out to school on his bike.
Upon his arrival at school Obie is reminded of the way his dad took him to school, when he sees a father drop his son off. Consumed with sorrow over his own father Obie leaves school and runs away on his bike. Having left the suburbs Obie finds himself on the south side of Chicago. There, he meets some boys washing windows on cars in traffic. After telling them he is lost one of the boys invites Obie to look at a map. Obie is lured into a lot, where he is attacked, mugged, and robbed of his bike and watch. One of the boys named Scam (Darius McCrary), an 11-year-old street hustler, befriends him and aids Obie in retrieving his watch. Scam takes Obie to a bar where they greet a man named Johnnie Red (Paul Winfield). Scam believes he bought the watch from Obie's muggers, but when asked Johnnie Red denies it. Believing he is lying Scam takes Obie to Johnnie Red's apartment, where they sneak in to locate Obie's watch. But Johnnie Red shows up and catches them. He lets it slip that Obie's muggers did give him the watch, but because it wasn't gold he didn't buy it, and just kept it. After telling them to leave, he tells them he gave it to a man named Keegan (Robert Prosky), a slick pawn shop owner.
Scam and Obie go to visit Keegan, and it is there at his pawn shop where Obie finds his watch. But Keegan has put it on display to be sold and charges Obie $180.00 to buy it. Obie and Scam leave promising Keegan they will get him the money. Instead of going home Obie stays the night with Scam, who lives at a hotel managed by a Miss Hanks (Beah Richards), where he works as a maintenance man. She reminds Scam that she cannot let him stay any longer, for it is against law for an under-aged child to live alone without adult supervision. But Scam promises that his father is coming for him. As they are heading to Scam's room a hit man named Doc (Jerzy Skolimowski), and his assistant Dickie (Robert Joy), are beating up a man trying to find another man, their target hit, who runs out the door with Doc and Dickie chasing him. Meanwhile, Obie asks Scam about his dad to which Scam replies that he is dead.
The next morning, Doc and Dickie return to the hotel having caught their mark, killed him, and stuffed his body in the trunk of their car, a dark gray colored Mercedes-Benz. Scam then steals their car by using Obie as an accomplice. Scam drives Obie to the bank to get the money for his watch, with both unaware of the body in the trunk. After leaving the bank with the money Obie has Scam to take him by his house so that he could make sure his mother and sister were okay. While there, they learn that Obie's mother has reported him missing to the police. Having discovered their car stolen, Doc and Dickie go around offering a $1000 reward to anyone for the recovery of their car. Obie and Scam return to the pawn shop to buy Obie's watch from Keegan. First Keegan ups the price by charging taxes, then stiffs them by taking the money and refusing to give Obie his watch. Scam attempts to get the watch out of the display case himself, but Keegan stops him. Plus he make a horrible comment about Obie's dad, sending him running out the pawn shop upset with Scam following after him. Obie goes from being upset to being angry, and Scam determines that with his fire of emotions both he and Obie are ready to get his watch.
They head back to Scam's room at the hotel, and get some cap guns to use as real guns to scare Keegan into giving up Obie's watch. On the way out they have an encounter with Dickie, then they overhear Doc asking Miss Hanks about their missing car. They then take the car and hide it in a garage under a pile of boxes. Afterwards they burst in Keegan's pawn shop, pointing their cap guns, demanding Keegan give up Obie's watch. But Keegan hits his silent alarm and decides to call their bluff. Convinced that the guns are toys he dares them to shoot him. Obie then squeezes the trigger, firings off a live round, realizing and revealing the gun he has is in fact real. They force Keegan into his own cage and make off with Obie's watch running out the back door. The police show up just as Scam runs out the door. He tries to scale the fence to get away but is caught. Obie exits seconds after the police grab Scam. Seeing them put Scam in the backseat of the patrol car, Obie gets rid of the gun and hides. He manages to subdue one of the officers and steals the car that Scam is locked in. After leading other officers on a chase through the city streets and down an alley, Obie and Scam manages to get away, but crashes the squad car in the process.
They head to a diner where Scam confesses to Obie that his father isn't dead. According to Scam's account of events, his father went south to look for work after his parents got divorced. Scam's mother died 3 months previously while he was in her custody, which left him on his own and his father unaware of what happened. All that Scam has of his father's is a driver's license, and vows to find him. At this point Obie now considers Scam his friend as he gets his bus and heads home. Obie arrives home the next morning, and is visited by the police shortly after to find out what happened to him and where he was. Obie lies, claiming he caught amnesia and does not remember. Afterwards he has his mom take him to school, not wanting to tell her his bike was stolen.
While at school Obie finds it hard to concentrate. He starts thinking about Scam, and decides that for all he has done for him he would pay him back by helping find his father. The next morning Obie decides to steal the family jeep and drives off with his mother and sister chasing behind him. He returns to the hotel to look for Scam, but finds out from Miss Hanks that a social worker had came and put Scam in a home. Obie visits the social worker and finds out where Scam is. On his way back to the car, Obie finds it swarmed with police looking for him. Determined to help Scam he gets the Mercedes out of hiding and enlists the help of Johnnie Red. Though hesitant at first, Johnnie Red agrees to help him. As they set out to get Scam, someone spots the car and calls his friend, who then calls Doc and Dickie to claim the reward. Obie and Johnnie Red arrive at the youth center where Scam was placed. And with Johnnie Red passing himself off as his father they get Scam out. Obie then tells Scam that his uncle Harry works at the Internal Revenue Service and with his help they will find his father.
Meanwhile Doc and Dickie head back to the bar to locate the car. Doc attacks the bartender forcing him to give them a name, and he gives them Johnnie Red's name. After arriving back at Johnnie Red's place Doc and Dickie spot Scam and Obie, and they sneak up grabbing them from behind. As they are forcing them into a different car Johnnie Red walks up and stops them. After they flee, Obie and Scam head downtown to the IRS office of Obie's uncle. Using the driver's license, they find that Scam's dad lives in a town in Louisiana, and the two set out on a road trip. But Obie's uncle tells his mom where they are headed, causing her extreme worry. Recalling that they bumped into the boys previously at Miss Hank's hotel, Doc and Dickie revisit the hotel. They tie up Miss Hanks, and forces her to give up Obie's full name.
Having traveled one hundred miles from the city Obie and Scam camp out for the night. After being scared awake by a stray cow the very next morning they get back on the road. Back at the Dawkins' residence Doc and Dickie manage to track down where Obie lives. Posing as Chicago Police officers they find out from Obie's mom where they are headed. Because the car is registered in Doc's name both him and Dickie are now more determined to catch the kids before they discover the body in the trunk, so they set out after them.
When Obie and Scam get to Missouri they pick up a hitchhiking bible salesman. He talks them into heading to a diner to get a bite to eat. At the diner he asks them to watch his suitcase while he goes to wash his hands, but Scam is convinced that he is running a con on them. Doc tells Dickie to stop at the very same diner so that he may use the restroom. But Dickie feeling that they are close keeps driving and passes the diner, all the while unaware that they just passed the car. The bible salesman is revealed to be a conman, just as Scam suspected. He sneaks outside and steals the car, leaving Obie and Scam stranded at the diner. Doc finally demands that Dickie pull over so that he could urinate, with both of them unaware that the car is barreling down the road right behind them. When Dickie hears a vehicle approaching he turns around and spots the Mercedes. Thinking its the kids both he and Doc jump back in their car and give chase. But before they are able to catch up to their Mercedes, a State Trooper starts pursuing it. This forces Doc and Dickie break chase and decrease their speed. While the Mercedes is pulled to the side of the road Doc and Dickie casually drive by, and they notice that it's not the kids. The conman is arrested for speeding and the car is taken to the police station. Doc and Dickie tail the car to the station and hold up inside a diner across the street waiting for the right moment to retrieve it.
Meanwhile, Obie and Scam are aboard a bus heading towards their destination. Due to the cost of the tickets they are down to their last $2. But when Scam notices the conman being taken into police custody, he and Obie spot the Mercedes and tells the driver to stop so that they could get off. At the diner, Doc and Dickie are keeping a watchful eye on the car. Dickie becomes very scared and nervous when an officer tries to open the trunk. Fortunately for him and Doc the officer was unsuccessful, allowing them to breathe a sigh of relief. But taking their eyes off the Mercedes for a few seconds allowed Obie and Scam to sneak up and regain the car. They drive off with Doc and Dickie heading out right after them. They catch up to the boys and starts ramming them to force them off the road, with Doc firing gunshots at them. But good driving skills allowed Obie and Scam to evade their pursuers, leading them to splash in a watery ditch. Realizing that their pursuers want the car back Obie and Scam take it to a dealership and trade it for another car.
Having traded the Mercedes for an old beat up Cadillac convertible, Obie and Scam make it to the town and address in Louisiana. They go inside the house, only to learn that Scam's dad has moved. As they are heading back to the car, they noticed that Obie's mom has shown up accompanied by police officers. To avoid running into her both he and Scam run out the backdoor. Managing to avoid Obie's mom they head into a bar to ask about Scam's dad. The bartender makes a racist remark about Scam's dad, leaving Obie to tell him off with a few choice words before they both leave. Overhearing their inquiry a waitress follows them outside to find out what they want with him. After Scam tells her that the man their looking for is his dad she tells the two where they can find him. Both Obie and Scam head back to the house, making sure that Obie's mom has left. As they walk towards their car they are grabbed once again by Doc and Dickie. They take them back to the dealership where they traded the car. With Dickie holding them captive Doc attempts to take the car back from the car salesman at gun point. Seeing an opening both Obie and Scam attack Dickie, forcing him to break his grip on them, and the two are able to flee. Running across the road, a semi-trailer truck swerves to avoid hitting them, causing the truck to crash into the cars on the lot. Doc tries to run but falls in the process, and the chain reaction of crashes sets off an explosion that kills Doc. Obie and Scam run away while other motorists spot Dickie with a gun in hand. They subdue him and hold him at bay until police arrive. When the police are able to open the trunk of the Mercedes, they discover the body of the man they killed. With Doc dead, Dickie tries to clear himself by pinning the actual murder on Doc. Plus he tells the police about the kids that stole the car.
Obie and Scam reach a car ferry to take them across the river. But the ferryman (Joe Seneca) charges them $5.00, money that they do not have. Rather than let Scam give up, when they are so close to his dad, Obie willingly gives his watch for payment. Scam advises against the idea of Obie handing over his dad's watch, but Obie decides to give it as payment regardless. Once on the ferry, the ferryman has a change of heart and decides to take them for free, thus giving Obie his watch back. The two pull up to a factory where employees are leaving after their workday has ended. It is through the crowd where Scam spot his dad. Once his dad recognizes him they both run towards one another other, embracing each other with a hug. As Obie watches this reunion of Scam and his dad, he clinches his fist and lingers to the memory of his own father when he gave him his watch. Seeing Scam with his dad provides Obie with some closure, thus allowing him to accept his father's death. And he unclinches his fist as a sign of him letting go of the sadness over his father's death.
The movie ends with Scam and his dad riding back on the car ferry with Obie, who is greeted by his mother as they are both reunited.