Howie Blitzer, Paul Dano, is deeply scarred by his mother's death in a car accident on the Long Island Expressway. His fragile world worsens as his distant father Marty returns home with a trophy girlfriend less than a month after the funeral, widening the emotional distance at home. Howie clings to his best friend Gary, a juvenile delinquent and hustler who is drawn to him, though Howie remains uncertain about his own sexuality. They move in a small circle of four friends, and one member in their group is involved in an incestuous relationship with his sister, painting a troubled backdrop for the choices they make as teenagers.
One night, they break into the house of Big John Harrigan, Brian Cox, during his birthday party. Gary knows his way around the place, and it’s revealed that Big John is one of Gary’s steady clients. John interrupts them, and they narrowly escape with a pair of rare and valuable Russian pistols. John later confronts Gary about the burglary, and Gary names Howie as his accomplice.
Pretending to be a friend of Howie’s mother, John invites Howie back to his house. There, he presses Howie about the guns, demanding their return. Howie can retrieve only one from Gary’s room, so John demands $1000 for the other; Howie can only offer to work off the debt. Placing a pornographic video on the TV, John hints that Howie could repay him with sex. Howie hurries to leave, but back home he privately masturbates to a fantasy involving John and the girl in the video.
Gary steals money from Howie’s father and disappears to Los Angeles, leaving Howie alone. John and Howie begin a tenuous friendship, with John taking on a father figure-like role. There is no sexual activity, but there is talk of sex. Howie realizes he wields a degree of sexual power over John, a power John is aware of. Howie stays over at John’s house, displacing John’s 19-year-old lover Scott, who warns Howie not to take John away. Howie discovers a stash of child pornography in the house, including photos of a younger Gary as an 11-year-old boy.
Howie’s father sees him skipping school and, in a burst of anger, hits the boy. Later that day, the father is arrested for dangerous practices in his construction business, and when Howie returns home to find him missing, he believes his father has abandoned him. He goes to John, approaching him in his bedroom wearing only his underpants, hoping they will have sex. John explains what happened with his father, and Howie breaks down and cries. John leaves Howie to sleep alone.
The next morning, John returns to the kitchen, serving breakfast and taking Howie to see his father in jail. Howie’s father apologizes for the violence and promises to spend more time with him once he’s out of prison, but Howie remains wary, telling his father never to hit him again.
After dropping Howie off, John heads back to the rest area where young hustlers connect with johns, sitting in his car. Scott, devastated by John’s abandonment, drives by and shoots him dead.
In the final scene, Howie gazes out at the expressway and vows he will not let it define or dictate his life.