In an effort to escape her murky past and build a better future, Olive (Milla Jovovich), a nomadic con-artist and her 10 year old son, Bobby, findthemselves living in Oklahoma. Olive enrols Bobby in school, makes him do his homework and tries her hardest to be a good mother and with the help of an old friend, Walt (Rory Cochrane), Olive "provides" for Bobby inthe only way she knows how.
But despite of her efforts (or perhaps because of them) Bobbydisplays troubling behaviour both at his school and in their conservative neighbourhood. Things take a turn for the wors when Bobby has a 'run-in' with local businessman Kent (Bill Pullman) and Olive's criminal past finally catches up with her, forcing her to makethe toughest decision of all.