Russ Michaels has his whole life ahead of him but no plans beyond dropping out of school as soon as he turns eighteen. He's been in and out of juvenile detention for the last four years and thoroughly expects to end up in an adult penitentiary at some point. He hates life and everyone in it, especially this latest community service that he earned in lieu of juvie yet again.

CJ Calhoun has big plans. He wants to bring joy and happiness to sick and injured children for as long as he can by performing as a clown. The problem is, he has stage-four cancer and a horrible prognosis.

When circumstances throw these two polar opposites together, they find they have more in common than they imagined. CJ discovers Russ's talent for art and arranges for Russ to create a mural in the hospital foyer, which leads to a tentative scholarship to the Art Institute. As life changes in ways neither of them could have expected, Russ must work harder than ever to better himself as CJ struggles with his deteriorating health.