Pee-wee Herman is now a small-town farmer with a fiancée, but when a traveling circus comes to town, he finds himself falling for the trapeze artist.

After his dad Ryan senior's death in a truck accident, schoolboy Ryan Flynn, a gentle, somewhat nerdy space-fan, becomes a recluse. He shuts up completely after a fall and near-drowning experience while roaming the countryside with his admirably patient, cheerful playmate Rocky Mazzelli. Only Ryan's late granddad finds a magical way to get through to him and introduce him to a mysterious place, the 'dust factory'. There grandpa and resident teenager Melanie 'Pan' Lewis shows how youngsters prepare for their next life phase. But deciding when they are isn't easy or safe.