After constant fights, detentions, and suspensions from high school, Charlie Proud is heading in one direction - a prison sentence. However, a disciplinary meeting between Charlie's parents and the School Principal Dewitt (James Caan) convinces the principal that if he can remove the boy from the bad influences of both the local gangs and his dysfunctional family, there may yet be a future for Charlie. Forced to work for the elderly and eccentric Mrs Ritchie (Gena Rowlands), the pensioner he robbed, Charlie slowly learns to respect his victim. Conflicted by the love and kindness he sees in Mrs Ritchie's family, Charlie is forced to deal with the dark secrets of his own life as well as the destructive influence of his gang mates.