Troubled, homeless, 15-year-old Joshua (Josh Hutcherson) lives from hand to mouth on the streets. He finds himself in a small town in California known for its local art community, where Everly (Alfred Molina) discovers he has a flair for art and takes him under his wing. But as his talent flourishes, Joshua is lured into the underground world of high dollar art forgery. At the same time, he falls in love with Amber (Hayden Panettiere), a privileged girl from the wealthiest part of town, but as the two become closer, the temptations of his new, cut-throat world become too great a lure for Joshua to resist.