This movie, based on the book by the same name, follows the events of one summer in a small Texas town. A boy named Toby (Jonathan Lipnicki) and his best friend Cal (Cody Linley) meet an extremely overweight, adolescent sideshow freak named Zachary Beaver (Sasha Neulinger). They get to know him, and meanwhile, both younger boys deal with the absence of Cal's brother, Wayne, who has joined the army. Also, Toby's mother (Jane Krakowski) runs off to Nashville in the hopes of becoming a country singer.