Quiet depression-era drama focuses on Aaron, a 12-year-old who lives in a seedy hotel in St. Louis. The family is barely scraping by: his mother is in a tuberculosis sanitarium, his younger brother has been sent away to live with relatives, and Aaron must fend for himself when his father gets work as a traveling salesman. Aaron excels at school and his efforts there, as well as his hotel friends, manage to provide him with some semblance of a regular life. Soderberg's third directorial effort is unsentimental but admiring of his character's resourcefulness and imagination during difficult times. Based on the book by A.E. Hochner describing his own childhood.