Set in industrial Pittsburgh in the mid-eighties, the story chronicles the last summer of Art Bechstein's (Foster) youth. Art meets the witty and beautiful Arthur Lecomte, who then introduces Art to the equally stunning Jane (Sienna Miller), her boyfriend, the legendary Cleveland (Peter Sarsgaard), and worldly, exotic and slightly eccentric Phlox (Suvari).

In the course of one summer, this band of colorful friends guides and thwarts Art in surprising ways as he confronts himself, his family, his sexuality and the heartache of growing up.