Waldo Baron awakes one morning to find his inventor parents have turned their house into a flying machine, and they intend to enter into a race across the country in the hopes of winning the $500 prize. His parents' plans go astray when they are kidnapped by Rose Blackwood, the sister of notorious villain Benedict Blackwood, who intends to use the prize money to free her brother from prison. But Rose is not what she seems to be, and Waldo finds himself becoming friends with their kindly kidnapper as they race across the country in the magnificent flying Baron estate!