In mid-1970's Savannah, two bright but rebellious boys, Francis Doyle (Emile Hirsch) and Tim Sullivan, (Kieran Culkin) fight boredom, hormones and harsh teachers as they struggle to find something meaningful beyond the walls of their parish school. Francis, an exceptional artist whose imaginative forays into a fictional universe of good and evil fill his notebooks with comic-book imagery, creates a netherworld of superhero alter egos for the two boys. When the ultra-strict Sister Assumpta (Jodie Foster) seizes their artwork one day, the boys embark upon an obsessed trail of revenge that ultimately changes their lives.