When a shy but spirited 12 year old Billy moves into a new urban neighborhood, he discovers that it is going to be a rough year. Caught up in an on going war between rival gangs, Billy finds he has nowhere to run or hide. Taking refuge inside a mysterious toy shop, Billy meets Mr. Fallon (DeLuise), a strange and mystical toymaker who bestows upon him a gift...a small but very special tin soldier who magically come to life. His name is Yarik (Jon Voight) and he has been sent on a very special journey to help people in need and cannot return to his world until he has helped Billy. Through the ageless wisdom and courage of the Tin Soldier, Billy is now able to turn his world around.