Charley Appleby is a hardware store owner whose frugality and commitment to his job have enabled his family to avoid poverty during the Great Depression and Prohibition. However, his relationship with his children and wife Nettie (Cloris Leachman) is strained. They especially want to go to see the Chicago World's Fair. His growing sons Willie and Rupert (Vincent Van Patten and Scott Kolden) manage to find work in a junkyard owned by a man named Felix with ties to bootleggers, and his teenage daughter Leonora (Kathleen Cody) decides to elope with a young man named Ray (Kurt Russell), who seems untrustworthy.