The Annual Potawatomi Fair is in town once again, and 11-year-old Michael Corcoran couldn't be more excited to explore the fair away from his overprotective mother and annoying little sister. Lucky for him, Michael is quick to make two unlikely friends--Cowboy Jack, and Ursula, a 250-pound black bear--who introduce him to the world of carnival shows, where Michael is happy and confident for the first time in his life. However, it isn't long before Michael learns that this world is more complicated than it seems, and that he may be the only one who can save Ursula, and, ultimately, himself.