Having recently lost his mother, teenager Henry Nearing develops a crush on seductive classmate Grace, who toys with him. Though he has been friends with Merna for a long time, he fails to see her sincere attraction to him, and instead wastes time with the uncaring Grace.

• Ironic Films
• Whitewater Films
• Gregory Smith
• Jordana Brewster
• Ashley Johnson
• David Moscow
• Chad Faust
• Brian Doyle-Murray
• Logan Bartholomew
• David Morse