High school students Mark Jennings (Emilio Estevez) and Bryon Douglas (Craig Sheffer) have forged a brotherly bond as they navigate life together after the tragic loss of Mark's parents when he was just nine years old. Their days typically revolve around hanging out, whether at the local bowling alley or hustling in pool games at a bar, where they make extra cash. They've also formed a unique friendship with a quirky younger boy named M&M (Frank Howard).
As events unfold, Bryon finds romance with M&M's sister, Cathy Carlson (Kim Delaney), prompting him to mature and even secure a job at a grocery store. However, this newfound responsibility leaves Mark feeling neglected and jealous, leading him to act out in rebellious ways and seek confrontation.
The situation escalates when their mentor, Charlie Woods (Morgan Freeman), a bartender and father figure, is shot and killed while trying to protect the boys during a mugging outside the bar. Following this tragic event, M&M suddenly disappears, leaving Bryon and Cathy anxious about his safety. Mark begins to exhibit troubling behavior, spending large sums of money without explaining its origins, heightening Bryon's concerns.
One fateful night, the duo decides to pick up Angela Shepard (Jill Schoelen), Bryon's ex-girlfriend who previously instigated a fight that resulted in Mark getting a noticeable scar on his forehead. During their encounter, Mark seeks revenge by getting Angela drunk and then cutting off a significant portion of her hair while she is unconscious.
The next day, Mark claims to have information about M&M's whereabouts, which gives Bryon a glimmer of hope. However, when they visit an abandoned warehouse where drug users often gather, they find it empty. A few days later, Bryon and Cathy return to discover M&M suffering from an overdose and experiencing a harrowing trip. M&M accuses Mark of selling him the drugs, leading to a frantic rush to the hospital. Cathy, frustrated by Bryon’s defense of Mark, decides to end their relationship.
Upon returning home, Bryon discovers a substantial stash of pills hidden beneath Mark's mattress. Connecting the dots, he realizes Mark has resorted to dealing drugs to make quick money, including selling to M&M. The confrontation that follows forces Bryon to order Mark to leave his home, which escalates into a physical altercation. Mark, hurt and angry, takes the shared car and drives recklessly, culminating in a police chase that ends in a crash and his subsequent arrest.
Time passes and Bryon reconciles with Cathy, deciding to visit Mark at the juvenile detention center where he’s now held. It’s during this meeting that both boys come to terms with the divergent paths their lives have taken, acknowledging that their friendship may never be the same again. “> That was then, this is now,” Mark reflects, encapsulating their profound change.
As Bryon departs, he briefly thinks he sees Mark looking at him through a window. In a moment of reckless nostalgia, he impulsively hops into a running Porsche and takes it for a wild spin, reliving memories of their shared past. Ultimately, he returns the car, but walks away without looking back at Mark, symbolizing the end of their youthful camaraderie.
