Steven Lidz (NATHAN WATT) is 12 years old and his world is fracturing. Overwhelmed by his life with an ailing mother (ANDIE MacDOWELL) and an emotionally distant father (JOHN TURTURRO), Steven runs off to live with his two wildly eccentric uncles, Danny (MICHAEL RICHARDS) and Arthur (MAURY CHAYKIN). Baffled by the tragedies surrounding him, Steven finds solace in the idiosyncrasies of his Uncles' strange and wonderful world. It is there that he begins the journey from boyhood innocence to a young man's understanding of life.