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.
Gregory Smith
as Henry Nearing
Jordana Brewster
as Grace Chance
Ashley Johnson
as Merna Ash
David Moscow
as Blair Nearing
Chad Faust
as Lance
Brian Doyle-Murray
as Clement C. Haydes
Logan Bartholomew
as Tripp
David Morse
as Shep Nearing
Amy Main
as Strawberry
Sharon Lawrence
as Mrs. Ash
