Aaron (Jesse Bradford), a young boy living in St. Louis during the 1930s, has a deep attachment to his younger brother. After his father (Jeroen Krabbé) leaves them and his mother (Lisa Eichhorn) departs for an asylum, he promises to retrieve his brother from their uncle's custody. In the meantime, he must fend for himself among townspeople and the tenants in the hotel where he lives. Forced to come of age alone, Aaron shifts between the harsh real world and the dream world he creates to cope.