The film, set in Bangor, Maine, is based on some of Verow's experiences in Maine. Joe (Brad Hallowell), 18-year-old high school senior lives with his single mother and his older sister Teresa (Hilary Mann), who works in a convenience store. They live in a notorious estate called the "Capehart Projects". Joe dreams of moving away from town for attending an arts school. Joe is attracted to men and has a crush on his friend Andrew (Gregory J. Lucas), a football player in his high school. Upon the encouragement of Joe's friend Kris (Mindy Hofman) and Andrew's friend Mandy (Jennifer Stackpole), they explore their mutual attraction for each other and fall further in love. Kris and Mandy also experiment sex together. During one of his first sexual encounters with Andrew, Joe also admits to Andrew having been gang-raped by three older men, after witnessing his older friend Tim being raped by the same men at the warehouse he works in.