Billy Kirkland (Bobby Coleman), is a 10-year-old boy with cancer who is convinced that he has only weeks to live. He has two misfit best friends, Lucas Lamb (Christian Martyn) and Howard Garvey (Bobb'e J. Thompson) who he attends school with. Wanting to be remembered, Billy and his friends try to pursue fame but face a series of schemes which stand in their way, including their neighborhood bullies.
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