Quixotic old codger James "Pop Up" Morse (Peter Falk) enjoys spinning colorful yarns for his 11-year-old grandson, Chris (Josh Hutcherson). But the boy's uptight, no-nonsense dad, John (Tim Daly), disdains Pop Up's fantasy world. Believing that John is stifling his son's imagination, Pop Up bolts from his nursing home and sets out on an adventurous cross-country road trip with Chris (sans John's permission) in this made-for-TV family drama.
| Actor | Role |
|---|---|
 Peter FalkJames 'Pop Up' Morse | James 'Pop Up' Morse |
 Tim DalyJohn Morse | John Morse |
 Josh HutchersonChris Morse | Chris Morse |
 Kate VernonDorothy Morse | Dorothy Morse |
 Conchita CampbellLexy Morse | Lexy Morse |
 Colin CunninghamCar Pirate / Makeshift | Car Pirate / Makeshift |
 Benita HaAdministrator | Administrator |