The story of a well-to-do prep school youth, Kelley (Chris Klein), who is sentenced to spend the summer in a small town, rebuilding a diner that he accidentally helped burn down. Once there, he forges a bond with an underprivileged girl, Samantha (Leelee Sobieski), who is living with a terminal illness. As the summer wanes and Kelley must confront the realities of life, he learns a valuable lesson that culminates in his valedictorian speech on graduation day.