A young man learns something about making his fantasies into reality from an older man who has already been there in this coming-of-age drama. Cameron (Michael Angarano) is a teenage film buff living in Los Angeles who dreams of making movies himself someday, an ambition that doesn't impress his parents very much. Cameron doesn't have many friends beyond fellow outcast Murphy (Joshua Boyd), and wealthy and popular classmate Brett (Taber Schroeder) takes great pleasure in making Cameron's life miserable. A major film school in L.A. has announced a competition for young filmmakers, but while Cameron has talent and ideas, Brett has the money to buy film stock and rent equipment, and Cameron wonders if he stands any chance at all. One evening, while attending a screening of Orson Welles's Touch of Evil at a revival theater, Cameron sees an elderly man who shouts at the screen about his old pal Orson. Cameron is thus introduced to Flash Madden (Christopher Plummer), who worked as a lighting man during the Golden Age of Hollywood and really did work with some of the most respected names in the business, including Welles. While cranky Flash doesn't much care for Cameron at first, in time he sees a kindred spirit in the movie-mad teenager, and offers his technical know-how and sources of equipment to the would-be director. Flash also introduces Cameron to Mickey Hopkins (M. Emmet Walsh), a former screenwriter who helped script a number of silver screen classics but is now living in a shabby Old Folks home, and in Hopkins Cameron finds the inspiration for just the sort of movie he wants to make.