Little Bill and his friends, avid fans of the television show "Space Explorers," clamor to get the video game version, but they find that they have more fun using their imagination while playing outside.
When a new boy in his second grade class tries to get the other students to play a game that involves saying the meanest things possible to one another, Little Bill shows him a better way to make friends.
One rainy day while his father listens to his old records, his mother polishes a silver platter, and his brother enjoys his baseball card collection, Little Bill discovers his own treasure, a talent for storytelling.
Although his brother's friends make fun of it, Little Bill, an African-American boy, is very proud of the toy boat he has built and very upset when it is wrecked the first time he puts it in the water.
Little Bill makes a special Valentine for Mia but is reluctant to give it to her, because he is afraid that the other children in their third grade class will tease him.
One night, little Bill is positive there are mean things in his dark closet and that they are just dying to get him. Only when Alice the great performs a magical tucking-in trick do the mean things go away for good.