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An old man who lives with his grandson, Ernie, is approached by a social worker who tells him that Ernie can't continue living with him because he is old and an invalid. He needs to find someone to take Ernie in and he picks a man named Jake Rizzo who is a cop. He sends Ernie to him and Rizzo finds the whole thing strange. Ernie continues to follow him and when he gets in trouble Ernie who's trained by his grandmother in martial arts helps him. Jake starts to warm up to him. And he also finds himself attracted to the social worker.
- Gil Gerard ... Jake Rizzo
- Nancy Stafford ... Patricia Blake
- Keye Luke ... Sabasan
- Ernie Reyes Jr. ... Ernie Lee
- Don Cheadle ... Gang Leader
- Jason Hervey ... Bobby
- Clarence Landry ... Old Man
- Robert Mesa ... Louie
- Antony Ponzini ... Detective Kelly (as Anthony Ponzini)