Thomas Mann stars as Pittsburgh-raised twelfth-grader Greg, who spends most of his days trying to fly under the radar among his peers at school, not trying to fit in so much as to not stand out.  He's longtime friends (or co-workers, he states due to his desire not to commit to anything definitive) with Earl.  Together, they spend a good deal of their spare time not only watching classic films, but making their own silly spoof home movies based upon them (echoes of Be Kind Rewind abound).  His mother thinks it's important for him to make a connection, and cajoles him into visiting Rachel, a fellow classmate he barely knows who has recently been diagnosed with stage four leukemia.  They begrudgingly spend time together, but soon form a unique friendship. The young men decide to make a film just for Rachel, hoping it will give her the strength she needs for the long and arduous battle ahead.