Holly is a little girl whose life is overshadowed by her mother's abusive boyfriend Bill. While her mother, a struggling waitress, is away at work Holly does her best to avoid Bill and his temper. Lonely and isolated, Holly retreats into a world of fantasy. While the neighborhood kids play just outside her window, Holly hides out in her bedroom with her fairytale books and a cherished photograph of her dead father, a NY City fireman. One day, when Bill picks a fight with her mother, Holly sneaks out her bedroom window. Climbing down the fire escape she takes refuge in her neighbor's apartment only to realize Shell, a medical student, isn't home. Holly plays dress-up with Shell's anatomy skeleton. Tying on a make-shift red cape, Holly wanders around the apartment exploring her make-believe world - but what she finds surprises her! When the shock wears off, Holly uses her discovery to cook up a clever scheme to get rid of Bill.