Producer Naomi Foner (RUNNING ON EMPTY) takes the director's chair for this gentle and sensitive youth drama that follows two New York City teenagers and the events that put a strain on the bond between them during one of the last summers of their adolescence. Lilly (Dakota Fanning) is quiet, thoughtful and introspective -- the product of two conservative parents (Ellen Barkin and Clark Gregg) who keep a tight rein on her. Gerri (Elizabeth Olsen), on the other hand, is free-spirited, uninhibited and slightly caustic -- the daughter of a left-of-center mom and dad (Demi Moore and Richard Dreyfuss) who let her do whatever, and go wherever, she pleases. Shortly before they each leave for college in the fall, the girls spend most of their time together, whiling away pleasant afternoons, but soon they both meet and fall for the same boy -- artist David (Boyd Holbrook), who sells novelty ice-cream bars at Far Rockaway Beach. He decides that he much prefers Lilly to Gerry, and Lilly loses her virginity to him. The affair grows more serious, but Lilly can't bring herself to divulge the news to Gerry for fear of breaking her heart. Not long after, an unexpected tragedy occurs in Gerry's family and forces Lilly to reach out in an attempt to console her best friend.