A pair of impulsive young men take different paths on the road to maturity in this drama, the first feature film from actor-turned-filmmaker Scott Caan. Rusty (Shawn Hatosy) and Dallas (Caan) are two buddies in their early twenties who live on the rundown underside of Los Angeles; they both have an appetite for alcohol and trouble, and would probably be in jail if it weren't for Rusty's understanding mother, Mary (Kelly Lynch). Mary is worried about her son, and when she begins dating an analyst, Bob (Jeff Goldblum), she persuades him to take Rusty on as a patient. As Rusty begins to work through the demons that have raged within him since the death of his father when he was a child, he begins putting his life on a more positive path. Dallas, however, is drawn deeper into a life of crime, and he wants Rusty to join him for a potentially risky job. Dallas 362 also features supporting performances from Marley Shelton, Selma Blair, Freddy Rodriguez, and Heavy D.