Rita is just barely making ends meet. After escaping an abusive boyfriend ten years earlier, she's been struggling to keep body and soul together for herself and 10-year-old son Matt. But with her strong will and outspoken determination, Rita doesn't bow down meekly to the demands of her dead-end jobs. Instead, she finds herself pounding the sidewalk looking for new work most of the time. Matt's having troubles of his own at school, wehre his teacher thinks he daydreams too much and his asthma attacks make him the target of every kid in the playground. Soon, however, a chance encounter with tough guy and repeat sixth grader Bret leads to an unusual friendship.