Noel Bostock is an extraordinary 10-year old, raised by an iconoclastic aunt. During the Blitz, Noel is taken from his home and sent to live with 36-year old widow Vera Sedge. Caring for her lazy son and oddball mother, Vera constantly lives on the edge of financial ruin. In the evacuee she sees a chance to make some illicit money, but she's hardly a master criminal until Noel starts teaching her. A comic warts-and-all look at London during World War II.