Filmmaker Todd Verow revisits his own youth in this film. The film's main character is Joe, who, like the director, grew up in Bangor in Maine. Joe, an 18 year old high school senior who longs to move away from poor white trash roots and this town, and dreams of attending art school, lives with his single mother and older sister Theresa on a notorious council estate called "Capehart Projects". Molested at the age of ten, Joe nevertheless decides to keep the incident to himself. He befriends an elderly disabled artist named Victor who hires him as houseboy/model. Joe moves in with Victor in his loft above the local opera house, hoping to escape Bangor with his help. He also works part time at a local market along with his sister, who wants to get out of town as much as he does. For most of high school, Joe has also had a crush on his best friend, Andrew, who plays on the high school football team.

Brad Hallowell
as Joe

Gregory J. Lucas
as Andrew

Hilary Mann
as Theresa

Jennifer Stackpole
as Mandy

Michael Dion
as Tim

Charles Ard
as Victor

Mindy Hersh
as Kris

Nathan Johnson
as Mr LaBlanc

Theodore Bouloukos
as Richard

Jono Mainelli
as John