In 19th century urban England, young orphan Millie Forester lives on the streets by herself. Her prostitute mother commited suicide and a pimp wants to recruit her for a job at a brothel. Luckily she is saved by Aggie Winkovski, a bag lady who makes a living by selling junk and rags. Aggie has also taken in teenaged Ben, who develops a special friendship with the young adult Millie..