Rocked by his father's recent death and his mother's sudden compulsion to overeat, Jason lashes out by breaking into the abandoned mills and factories that plague his run-down town. Always by his side are his two best friends, Charlie, a fearless thrill junkie, and Cornpup, a geek inventor whose back is covered with cysts. The boys rage against the noxious pollution that suffocates their town and despise those responsible for it; at the same time, they embrace the danger of their industrial wasteland and boast about living on the edge.
Then on a night the boys vandalize one of the mills, Jason makes a costly mistake--and unwittingly becomes a catalyst for change. In a town like his, change should be a good thing. There's only one problem: change is what Jason fears most of all.