The unlikeliest of best friends, Romeo Brass is a perpetually hungry junior tough guy. Gavin "Knocks" Woolley is an inquisitive skinny kid who limps due to his bad back. They live next door to each other -- each the other's antidote to a landscape of comic losers nad broken-down dreams. The boys meet Morell, a strange, childlike man who spins fanciful stories about run-ins with aliens, ghosts and eerie occurrences; all the while leading the banal existence of a lowlife. When Morell saves Romeo and Gavin from a brutal fight, he becomes their new hero and pal. They become co-conspirators in Morell's tenacious quest to date Romeo's alluring sister, Ladine, but gradually this eccentric and dangerous stranger drives a wedge between the two 12-year-olds which they must overcome in order to salvage the magic of their childhood friendship.