Greg is a teenager, who likes making amateur movies. He has not many friends at high school and he tries not to make enemies there. His only friend is his co-worker Earl, with whom he likes watching classic movies and making parodies to them. By chance, Greg starts hanging out with his classmate, a quite Jewish girl Rachel, who has leukaemia. With time they become inseparable, and Greg is trying to support his friend, showing his films to her.