When maladjusted orphan Jesse (Jason James Richter) vandalizes a theme park, he is placed with foster parents and must work at the park to make amends. There he meets Willy, a young Orca whale who has been separated from his family. Sensing kinship, they form a bond and, with the help of kindly whale trainer Rae Lindley (Lori Petty), develop a routine of tricks. However, greedy park owner Dial (Michael Ironside) soon catches wind of the duo and makes plans to profit from them.
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