The film stars Lucy Deakins as 14-year-old Milly Michaelson, Jay Underwood as Eric Gibb, a boy with autism, Bonnie Bedelia as Milly's mother, Fred Savage as Milly's little brother, Colleen Dewhurst as a teacher, Fred Gwynne as Eric's uncle, Janet MacLachlan, and Mindy Cohn. After the suicide of her terminally ill father, Milly becomes friends with Eric, who lost both of his parents to a plane crash. Together, Eric and Milly find ways to cope with the loss and the pain as they escape to faraway places.