I'm t proud. I'm sixteen, and soon to be homeless. Weary of his life with his alcoholic, abusive father, sixteen-year-old Billy packs a few belongings and hits the road, hoping for something better than what he left behind. He finds a home in an abandoned freight train outside a small town, where he falls in love with rich, restless Caitlin and befriends a fellow train resident, Old Bill, who slowly reveals a tragic past. When Billy is given a gift that changes everything, he learns t only to how forge his own path in life, but the real meaning of family.