Zoe Tyler, Kellie Martin is a straight-A student whose life is shadowed by a manic-depressive condition that triggers angry outbursts whenever she resists her medicine. One day, she skips school to hitchhike to San Francisco to visit her father, Joseph Tyler, Ronald Guttman at a piano concert. When the driver tries to undress her, she screams and bolts back home, where her mother, Victoria Tyler Karen Young, expresses worry. She then escapes to a nearby carnival, where she ends up dangling from a Ferris wheel. Fearing for her safety, her mother commits her to a mental institution. Within the hospital, Zoe meets a group of other teens, including Ann Clea DuVall, and begins to confront the feelings she has long suppressed.
Meanwhile, Jake Walker, James Marsden is a 17-year-old who resists authority, even though he was raised by two forward, successful parents, one of whom is David Walker Terry O'Quinn, a respected lawyer. When he is arrested after a night at a concert, a judge suggests he belongs in a juvenile facility. To avoid that outcome, Jake ends up in the same mental hospital for a month, placed under the same kind of scrutiny as Zoe. The disparate paths of these two teens begin to intersect as they navigate the rigid routines of the ward and the unpredictable moments of truth that occur when someone starts to care about another person.
From the start, Zoe is skeptical about the institution and grows closer to Ally Winthrop, Lisa Jakub, a teenager who battles anorexia and struggles with keeping her charts accurate. Ally's rebellious streak surfaces as she acts out, and Zoe finds herself apologizing when Ally throws up her dinner. Despite initial resistance, Zoe and Jake find common ground, sharing glances and stories that expose the pain behind their defiance. Jake gradually earns Zoe's trust, and their budding bond leads to a forbidden kiss that triggers a stern rebuke from councilman George Beaumont. Chief Barbico, Kevin Dunn, resists their romance, while Dr. Sharon argues that letting two tormented youths open up could aid their recovery. Their disagreement marks a turning point, as the emotional pull between them becomes a trigger for more intense behavior rather than a cure.
When the doctors try to separate them, the pair push back; Dr. Sharon arranges a counseling session, which Chief Barbico counters by firing Sharon. Undeterred, Zoe and Jake continue to meet in secret with their fellow patients helping evade guards. The situation reaches a breaking point when one of their attempts to escape culminates in a confrontation that forces them to flee the hospital with Ally, Luke Canby Jamie Kennedy and Timothy 'Trader' Wells Vince Vieluf. Ally is eventually caught by the police; Zoe, Jake, Luke, and Timothy split up in the ensuing chaos after a police chase and a mistaken shooting of a security guard.
In a diner, Zoe learns that Timothy was arrested after returning to the scene. The teens steal a car and drive away, seeking help from Zoe's father but Joseph Tyler betrays them by turning them into the police. They escape with his wallet and press on, only to be nearly killed when Zoe, reacting to Jake flirting with another woman, drives recklessly. She later apologizes and runs to a deserted carnival, where she climbs the Ferris wheel. Jake follows and, seeing the fear in her eyes, promises a future together and convinces her not to jump. In the end, the teens return to the institution, hopeful that their relationship can endure and that treatment will help them build a steadier life.
