In 1940s Georgia, teenager David (Jacob Tierney) boards a train and escapes the destitute town in which he was raised. During the ride, he ponders his lonely upbringing. As a sensitive young boy, David was bullied by his father, Frank (Denis Leary), and rejected by his peers. Things got worse for the impoverished family when mother Sarah (Diana Scarwid) had a mental breakdown. But a ray of hope appeared in the form of David's eccentric aunt, Mae (Gena Rowlands), who bonded with the misfit boy.