 Morgan Hiller (Spader) is an intelligent but bullied teenager from Connecticut who relocates to Los Angeles with his strict mother and his father after his father's business goes under.Morgan befriends Jimmy Parker (Downey Jr.) but struggles to make friends.Trouble ensues when Morgan pursues bad girl Frankie Croyden (Richards), whose sociopathic and psychopathic boyfriend Nick Hauser (Mones) is the leader of a local gang who had a run in with Morgan during an attempted mugging of a businessman.