Twelve-year-old Lily Pruitt loves her grandparents, but she doesn't love the circus -- and the circus is their life. She's perfectly happy to stay with her father, away from her neglectful mother and her grandfather's elephant, Queenie Grace. Queenie Grace, a circus elephant, is happy to have Grandpa Bill as her keeper. She has had cruel keepers in the past, but Bill is her friend and treats her with love and respect. She doesn't quite understand Lily, who is so afraid of her. Then Grandpa Bill dies, and both Lily and Queenie Grace are devastated. When Lily travels to Florida for the funeral, she keeps her distance from the elephant. But the two are mourning the same man -- and form a bond born of loss. And when Queenie Grace faces danger, Lily must come up with a plan to help save her friend.