Joon (Mary Stuart Masterson), a mentally disturbed young woman, lives with her older (and over-protective) brother, Benny (Aidan Quinn). He puts up with the untenable situation because of his love for her and his dislike of institutions. Just when their relationship reaches a point where things have to change, the soft-spoken, silent film-obsessed Sam (Johnny Depp) enters their lives and slowly begins a romance with the fragile Joon. His love proves to be just the therapy she needs--and it finally gives the reclusive Benny, who hasn’t even been able to commit to a second date, the chance to start a romance of his own.