Charlie Bartlett is a retired railroad worker whose dream of crossing the country in a hot air balloon is encouraged by his grandson Morris O'Neill, who decides to go along for the ride despite the misgivings of his widowed mother whose plans to remarry have left him disenchanted.

• Daniel Wilson Productions Inc.
• Jack Albertson
• Adrienne Barbeau
• John Reilly
• Slim Pickens
• William Bogert
• Pat Cooper
• Bert Freed
• Anne Seymour