In 1965, two poor Singaporean children, Chew Kiat Kun (Shawn Lee) and his younger sister Chew Seow Fang (Megan Zheng) live with their mother (Xiang Yun) who is late in her third pregnancy and their father (Huang Wenyong) who is in debt to a local rice merchant and provision shop owner (Richard Low).

The children conduct a frantic search but find nothing; a karung guni man (Voon Yau Choong) had claimed the shoes as unwanted rubbish.

The Chew siblings are frustrated and rendered helpless by the situation until their father inspires Kiat Kun to share his shoes with his sister, trading off between classes so they can both attend school.

At school, a wealthy schoolmate of Kiat Kun's named Tan Beng Soon (Joshua Ang) runs an amateur football team with his friends.

Kiat Kun and his friends strike a bargain with Beng Soon to play on the team using the other boys' football shoes, in exchange for helping them cheat on their homework.

Although the boys try to resolve their differences, they eventually give up on reaching an agreement, and Beng Soon's Mathematics results continue to fall, which resulted his Form Teacher and Mathematics Teacher named Mrs. Ang (Patricia Mok) to persuade his father and mother Mr. Tan and Mrs. Tan (Jack Neo and Phoena Lee) down to school to witness Beng Soon's private caning inside the staff room before his parents scolded him for his poor performance in studies in school due to football training.

She and Kiat Kun follow the girl home, but after realising her father is blind and that her family was in a more dire situation than theirs, they decide not to reclaim the shoes.

The Chew siblings frantically search the rubbish dump for her shoes, but only discover them as they are destroyed during a trade unionist riot against a police officer (Wakin Chau).

[6][7] In addition to writing and directing, Neo also penned the lyrics to the theme song, which was sung by Koh Mei Xian and composed by Li Yi.

[9] The child actors' school commitments made the planning of reshoots difficult;[2] moreover, the production team decided to delay post-production work in Thailand due to the SARS outbreak.

[10] A Chinese language version was released as both a two-disc VCD and one-disc DVD by Panorama Entertainment, one of the Hong Kong-based "mainstays" of independent film distribution.

[14] The final scene in the film shows the Chew siblings standing before a long muddy path, which symbolises the uncertainty faced by both the newly independent nation in 1965 and the country in transition in 2003.

[2] Nevertheless, Malaysian censors decided to ban the screening of this film in Malaysia,[13] citing scenes that will "bring about negative elements and bad examples to education".

[19] In contrast, FilmsAsia reviewer Soh Yun-Huei panned its use of political satire, which she felt "[causes] the film to be devoid of innocence and replaced with a sense of agenda and manipulation".