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Franklin Lazlo (Tom Arnold) is desperate. His carnival is on the skids and he hasn't got the money to make his next payroll. He tries robbery, with little result except to have the police, some professional robbers, and a meter-maid (Rhea Perlman) chasing him. On the way, he takes uptight and harried children's carpool father Daniel Miller (David Paymer) and a van full of children hostage. Franklin and the children get up to some wild hijinks all over town, and gradually the starchy Daniel begins to loosen up.