A petty crook is taken on as a patient by his mother's psychiatrist boyfriend. But while he comes to terms with his anger and starts to turn his life around, his best friend sinks further into a life of crime with tragic consequences. Drama, starring Shawn Hatosy, Jeff Goldblum and Scott Caan, who also directed.

Rusty has been bailed out of bad situations more than once by his understanding but distraught mother, Mary. When Mary starts dating a psychologist, Bob, Rusty connects with the man and begins talking to him about his problems. As Rusty benefits from the therapy sessions, his best friend, Dallas, still very involved in illegal and dangerous activities, takes issue with Rusty going straight and cleaning up his life.