12-year-olds Rudy Carges and his overweight friend Leonard Fisher spend the night inside their treehouse after teenage bullies Jeff and Kenny threaten to destroy it. Jeff and Kenny arrive and set the treehouse on fire, not knowing Rudy and Leonard were in there until too late. Leonard escapes unharmed but then falls to the ground unconscious, while Rudy is burned to death offscreen. Rudy's twin brother Jacob, a boy with a huge birthmark, decides to seek revenge against the bullies. At the hospital, Leonard recovers and finds out he lost his sense of taste and smell. Leonard is then prompted by his gym teacher to go on a diet, which isn't welcomed by his obese family. The boys' female friend Malee tries to befriend an adult named Gus, a grief-stricken patient of her therapist mother Carla. Jacob's family falls apart after the death of his brother, but soon after they adopt a boy named Keith Gardner. Meanwhile, Malee begins to have a crush on Gus and changes the song for her recital to one Gus liked. As time goes by, she sees Gus as her "soul mate". She sneaks into his house one night to find him grieving. Afraid to confront him, Malee steals his gun and leaves. She gives the gun to Jacob the following day.
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