Lily (Juno Temple) and Alison (Kay Panabaker) are best friends living in their poverty-stricken home near the Salton Sea. The two are complete opposites: Lily, a suicidal, lives with her single mother, Margaret (Leslie Mann) trying to raise Lily on her own, although Lily thinks she is being neglectful. Alison grew up with her alcoholic dad but somehow finds solace under her uncle Hogan's (Neal McDonough) automotives and horse. She is repulsive towards her actions unlike Lily who is somewhat impulsive and rebellious in nature. It is clear that Lily wants to flee from her home. Together, the two girls venture into their secluded town and join skateboarding boys from Los Angeles: Louis (Carlos Pena, Jr.), David (Chris Coy) and Jesse (Kyle Gallner) who Lily gets easily smitten on. Before the boys leave, Jesse kisses Lily and writes his number into her arm which Alison gets upset about.
Lily asks Alison to help her get them to Jesse back in Los Angeles driving Hogan's truck. At first, Alison is quite hesitant but changes her mind and drives with Lily to Los Angeles. When they stop at a convenience store, Lily saves Alison as she gets caught trying to return the goods Lily stole for them. The two soon find the three boys and Alison drives them to their place. While walking in the streets, Lily runs into a hustling guy and she demands for his apology. When the guy tries to reason out, David hits his head with a skateboard and the five run away leaving Alison in shock. The group settles at the boy's abandoned rundown apartment where other homeless teenagers resides. Since the two girls don't really know much about the boys, Alison tries to warn Lily but Lily just wants to enjoy the moment. Alison shares an intimate moment with Louis but rebuffs him when he starts groping her.
In the morning, Lily and Jesse break into an empty house where Jesse tells her how it used to be his home until his family moved to Arizona only for him to return to Los Angeles. Meanwhile, Alison wanders around the city and calls her uncle Hogan and says sorry to him but Hogan tells her to go home and how people are worried about her and Lily. Alison then swears to him she will return home with Lily. Back at the house, Jesse and Lily start kissing when Jesse notices Lily's cuts on her inner thighs. He gets intrigued by her suicidal demeanor and also reveals his scar from his chest to make Lily better. When the two get home, David discovers a dating website and convinces a hesitant Jesse to make Lily as a bait into hoaxing and stealing from older men, to which Lily complies. Lily then meets up with the old man and lures him to their place. When they get there, the boys, along with a hesitant Alison show up and David threatens the man with a gun. The boys then steal the man's money and cellphone before setting him free.
Alison makes Lily promise that they need to go home to which Lily agrees. In the evening, David gets into an argument with Alison and throws her out of the group. Alison leaves, but is rebuffed by Lily when Alison tells her to come with her, saying she is going to be moving in with Jesse. When Lily starts chastising Alison, Alison finally strikes back and their friendship is compromised. Lily then meets up with a middle-aged guy, John (JR Bourne) and lures him back to the boys. When they get there, John starts to freak out, revealing his psychopathic behavior. The boys appear and startle John with David threatening him with a gun, but John learns of David's cowardice and knocks him out. He then proceeds to beat Jesse who evades the scene, leaving a terrified Lily. John forces a crying Lily into the mattress and proceeds to rape her. A gunshot is heard and John is shot at the back, revealing it to be Alison who came back to save Lily. The girls then drive away and Alison pulls over near the beach. They both step out and enjoy their last moments in Los Angeles before finally heading back home.