Lily (Juno Temple) and Alison (Kay Panabaker) are best friends living in a poverty-stricken California town near the Salton Sea. The two are complete opposites: Lily is a suicidal rebellious girl who lives with her single mother, Margaret (Leslie Mann) while Alison is a cautious and careful girl who lives with her alcoholic dad. Alison finds solace under her uncle Hogan's (Neal McDonough) automotives and horses while Lily wants to flee her troubled home life as soon as possible. Together, the two girls venture into their secluded town and join skateboarding boys from Los Angeles: Louis (Carlos Pena (actor)), David (Chris Coy) and Jesse (Kyle Gallner) with whom Lily soon becomes smitten. Before the boys leave, Jesse kisses Lily and writes his number onto her arm, which upsets Alison.