Max, who has lost his wife after a long life and career together as circus acrobats, reluctantly retires to an assisted living home. There he finds unexpected friendship first in his neighbor, Lettie, a widow who has a gift for uncomplicated kindness, and Alison, a thirteen-year-old he meets when he gives juggling and stunt lessons at the local junior high. The unhealed ache of his wife's slow death from cancer makes Max skittish about opening his heart to either of them, though Lettie offers him patient companionship and Alison, full of adolescent restlessness, unfocused intelligence, and need, desperately wants something of the grandfatherly good humor and wit she finds in Max.

Alison's mother is pregnant with a long-delayed second child and the distance she feels from her parents drive her to lengthy novel-writing and to rather pushy efforts to make Max her special friend. For him, she learns to juggle. She cuts class to visit him, and to go out for sodas with Lettie. Alienated from peers she finds silly, the old people touch a place in her that needs love. After a heart attack, Max comes home with newly raised defenses, and retreats from the budding friendship with both women.

But when Alison runs away to a circus he refused to attend with her, and then to Penn Station, Max goes with her parents and finds her on a hunch. Found, she clings to him like a small child, and he finds himself full of a long-resisted love. On the way home, however, he succumbs to a heart attack. In the final chapter, Lettie helps Alison begin the long, difficult process of accepting mortality, grief, and the possibility of eventual healing from a loss of a kind she finds herself still unable fully to articulate to anyone she believes will understand.