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In the small northwest town of Grantville, ten-year-old Napoleon Wilson lives with his grandfather Seth, who encourages the boy's love of animals and flights of imagination. When not in school, Napoleon and his best friend Samantha play games, which include selling general store owner Amos Gutteridge his own empty soda bottles that they have pilfered from his backyard storage area. As Samantha's parents are away, she is looked after by a stern, older neighbor, Gertrude, who frowns upon Napoleon's mischievous behavior, dirty appearance and what she perceives as bad influence on the younger Samantha. One evening after seeing a movie, Napoleon and Seth are surprised to come upon a small caravan driven by retiring circus clown Dimitri and his elderly lion Major. Dimitri confesses that he is returning to his home country of Italy and must find his long-time circus companion Major a good home. When Napoleon excitedly reveals that Seth is a former lion tamer, his grandfather sputters a clarification, but Dimitri is convinced that fate has brought them together. The clown assures the Wilsons that Major is extremely docile and consumes mostly milk due to having few remaining teeth. Although Seth says they have no place to keep Major, Napoleon suggests the chicken coop and soon they are guiding the lion home to live with Doodle the rooster and his hens. The next day, Napoleon promises Seth not to reveal Major's presence to anyone, but confides in Samantha, who is awed. When Amos questions Seth about the quantity of milk he is suddenly purchasing, Seth claims that he is using it for baths. Realizing that his health is growing steadily worse, Seth writes a letter to Napoleon's only other living relative, then speaks frankly with his grandson. Explaining that his body is wearing out, Seth reassures Napoleon that the essence of people never dies, but goes on forever. Relating that he has written to Napoleon's uncle in New York about him, Seth also declares that as his happiest hours have been spent on the nearby hill daydreaming with Napoleon, he wants to be buried there. A few days later, Napoleon and Samantha return to the Wilsons' from school to discover Seth dead. Recalling that Seth wrote to his uncle, Napoleon checks the postbox, but finds the letter returned as unclaimed. When Samantha reflects that Napoleon will likely end up in an orphanage, the boy stoutly rejects the idea and declares he will hide Seth's death and live alone with Major. Observing that Napoleon cannot bury Seth on his own, Samantha suggests that he seek help at the town employment office. Arriving there just before closing, Napoleon overhears university graduate student Daniel Arlington Williams III pleading for a brief position that would pay enough for him to purchase a textbook. Napoleon offers Danny the four dollars for the text book and although taken aback by the job description, Danny agrees. That evening at sunset, Danny, accompanied by Napoleon and Samantha, says a few words over Seth's gravesite on the hill. The next morning, Danny insists that he will remain with Napoleon until his uncle arrives. On her way to school, Samantha stops by and indicates that Napoleon can stay at her house, allowing Danny to return to his small cabin two valleys away. Vowing to be back in town in two weeks, Danny departs but Napoleon insists he must stay at the house to care for Major. After only two days, however, Napoleon, fearing that Amos will discover Seth's death, decides to take Major and search for Danny. When Samantha learns Napoleon's plans, she insists on accompanying him and leaves a note for Gertrude stating that she is staying at the Wilson house. After Samantha promises not to cry for any reason on the journey, Napoleon agrees and the two children, Doodle the rooster and Major set off over the hill. Mid-afternoon on the first day, a hungry mountain lion spots Doodle in Samantha's pack and stalks the pair until Major confronts the smaller, younger animal. As dusk approaches, Samantha admits to growing exhaustion and the pair spends the night in a barn. The next morning, the children set off with only Major, deciding that Doodle would be happier with a new harem of hens in the barn. That afternoon a bear comes upon Napoleon in a stream and Major attacks the bear who finally runs away. Later, the children and Major climb high into the mountains and soon are hiking on perilous cliffs. When Major abruptly grows tired and lays down, Napoleon struggles to push him on, but tumbles off the steep cliffs, only just catching onto a ledge. Samantha throws him the end of Major's lead rope and the lion pulls Napoleon to safety. Back in Grantville, Gertrude discovers that Samantha has not been staying at the Wilsons' and, alarmed, contacts the police. Recalling that the last time she saw Napoleon, he was walking with Danny, a "hippie" stranger, Gertrude suggests the children have been kidnapped. Upon exploring the Wilsons' property and finding Seth's grave, the police agree. Back in the mountains, exhausted Samantha presses Napoleon to admit that they are lost, but just then they spot a herd of goats and Danny in the next valley. Surprised by the arrival of the children and Major, Danny immediately inquires about the adults back in Grantville. After introducing the children to Mark Pierson, a hiker who recently stopped in the area, Danny discovers that Napoleon and Samantha have run away. As he has no telephone, Danny asks Mark to look after the children while he goes to town to inform Gertrude that Samantha is safe. Gertrude refuses to speak with Danny, however, and summons the police, who arrest him. At the station, Danny is compliant until he spots a wanted-sign for Mark. When the police refuse to listen to his warnings, Danny breaks out, steals a motorcycle and leads the police on a wild chase back to his cabin. Upon arriving there, Danny overpowers Mark and finds Napoleon and Samantha tied to chairs, believing they are playing a game with Mark. After the police subdue Mark, they reveal he is a recent escapee from a nearby mental hospital. Once Danny is cleared and Samantha's parents contacted, Danny is startled when Samantha reveals that Napoleon, still frightened of ending up in an orphanage, has departed with Major. Danny follows and asking Napoleon to trust him, convinces the boy and his lion to return home with him.