Zach (Trevor Wright) is an aspiring artist living in San Pedro, California, who has put off his dreams of going to art school in order to work and take care of his sister Jeanne (Tina Holmes), his disabled father, and his five-year-old nephew Cody (Jackson Wurth). Working as a short-order cook to make ends meet, Zach escapes during his free time to paint, draw murals, surf, and hang out with his best friend Gabe (Ross Thomas), as well as with his on-again, off-again girlfriend Tori (Katie Walder).
When Gabe’s older brother Shaun (Brad Rowe) comes home to cure a case of writer’s block, Zach and Shaun develop a close friendship as Shaun encourages Zach to take control of his life and pursue his ambition of going to CalArts, a large state university of the arts. Their friendship develops into a romance, while at the same time Shaun builds a strong bond with Cody.
Jeanne learns that Zach has been spending time with Shaun and warns Zach that Shaun is gay and to keep Cody away from him. Though his sister is reluctant to accept that Zach himself might be gay, both Gabe and Tori are supportive. Nevertheless, Zach’s relationship with Shaun is strained by his sense of obligation to support his family versus his relationship with Shaun and his desire to pursue his own dreams.
Shaun secretly submits Zach’s art school application, and Zach is eventually accepted on full scholarship. When Jeanne’s boyfriend Alan (Matt Bushell) gets a job in Portland, requiring her to move and leave Cody behind with Zach, Zach is forced to decide between putting others first and neglecting his own dreams -- as he has always done -- and fighting for what he truly wants, both for himself and Cody. He finally discovers that affirming his love for Shaun and going forward with his art career ends up providing the best solution to his dilemma.
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