Joon (Mary Stuart Masterson) is a mentally-disturbed young woman who spends her time painting. She lives with her over-protective brother Benny (Aidan Quinn), who cares for her while ignoring his own needs. One day Sam (Johnny Depp) enters their lives and falls in love with Joon. Suddenly forced to compete with another for his sister's attentions, Benny is also faced with the dilemma of whether to send Joon into residential care.