If there is one thing Lewis has enough of, it's good advice from his overprotective parents. But when they go away for a week, Lewis's parents leave him in the care of Miss Fitchlow, a tall, freckle-faced, free-spirited woman who stands on her head and eats carrot pudding to see better in the dark.

Miss Fitchlow lets Lewis explore the neighborhood park alone for the first time, where he meets Mr. Madruga, a retired Spanish shoemaker. The two become friends, and together, find ways to show everyone that they can think for themselves.