Starting a new school in the middle of the year, 10 year old Emily, finds herself in an awkward transition -- Without her Mom, whom she lost when she was five, in a fatal accident, Emily lives with her step-father, Steve, feeling like she doesn't belong. She identifies quickly with an unusual boy, Seth, who sits in the back of the class and wears a brown paper bag on his head. Despite the chiding this brings from the other students, the intimate bond they develop helps them temporarily escape a tragedy woven through both of their lives... Their connection is threatened when Seth becomes suddenly ill, and Emily is forced to face reality in order to protect herself.