Tortured manchild Danny returns to his family's abandoned island retreat and finds himself beset by fantasies of deceased ancestors, former lovers and concerned friends. Frazier is Danny's enigmatic father-figure, and the man Danny's deceased mother Alicia passionately loved but could not let herself have. Both men are prisoners of their pasts; neither can abandon their passionate devotion to Alicia.

A small band of dysfunctional renegade homeless people led by charismatic "Pan" befriends a lonely youngster, a fatherless "Bobby" who stumbles upon their homeless encampment nestled by the railroad tracks. The busy socialite mother, Barbara instantly disapproves of "Bobby" & "Pan's" budding friendship, while secretly and somewhat unwillingly developing feelings for Pan.