The movie starts off with a flashback of four boys playing in the garage. Michael (16) is on the drums, Ryan (15) is the singer, Kyle (16) is the guitarist, and Josh (15) is on the keyboard. They all have their dream of one day being rich and famous and they perform for a talent show. Even though all the boys are talented two of them stand out more than the others Michael and Ryan. They win the talent show and in the present they now feel that their dreams are slowly slipping away as they are now in their early twenties getting ready to go into their jobs. Wanting to give the music a real chance that they can't do in their small little Midwest town they go out to perform for bigger crowds using all the money they had to go on the road to the city of sin Los Vegas.
Everything is going well for the boys they have a small place that they are renting and they are trying to get adjusted to living in the big city compared to the small-town. They meet with an agent (Richard) that remembers them when they were younger and helps them gets gigs and gives them advice. Richard starts them off with small gigs doing shows at bars and restaurants doing local shows getting their name out there, he also becomes somewhat of a father figure towards them and they look for his guidance. One night while heading back home Michael who has become the leader of the group gets a call from Richard telling him that they are opening up for a big band and this could be there big break, he goes home and tells gang and they go celebrate.
Just as they get their big break Michael gets into a car accident on his way to event, and he ends up in critical condition while the show goes on and they miss their chance to open up. They get a phone call from Richard saying that Mike is in hospital and might not make it through the night. The all rush cramming their things into a taxi and getting to the hospital. They all get the room to see Michael and he tell them that they should continue to live their dream to do what they always wanted to do even if isn't music and if he doesn't make it he told him that he'll be watching over them. They all wait in the waiting room until they get the news that his injuries were too great and passed away. it's a big blow for all of them the biggest being to Ryan the wild party child has now lost his comfort and companion he lost his brother the only one he would really talk to cause he didn't really know how to deal with everyone else.
Richard takes them to his house so they won't have to struggle to play for their rent, being in Las Vegas does not help their grief and Kyle suggest that they count their losses and go home they all have families and things beside music to back on. Ryan say that they should continue to practice and work on being a band and that nothing happens where they are from and they owe it to Michael to make it. Both Josh and Richard agree that they should try and make music for Michael sake, and once they are able to get music out there they can go back home with their heads high. Ryan becomes obsessed with being a successful musician throwing everything else that isn't a part of music he takes the role of being the band leader and after failed tryouts to find someone to replace Michael, Ryan takes over for him.
Ryan takes Josh to a club where a band is performing saying that it is time for him to stop being quiet and start opening up. At this club they meet with one of the members of band April. April doing drugs somewhat pressure Josh to come with her and together he feels free and alive. Together the three of them go out more with Josh feeling attractive to April.
With April Ryan and Josh going to parties and taking drugs and jamming to music, Kyle feels isolated from his friends as he's working to get out while talking to Richard about gigs but every time he will book something they would either not show up or show up intoxicated or high. Kyle try to keep both of them together and tells Ryan to remember his brother which pisses him off and they get into a huge fight before saying that April could join and they don't need Kyle an while Kyle does want to be part of the group decides to leave the group knowing that he can't be apart of that Rockstar lifestyle.
Kyle sits down with Josh and he talks to him about living and April. Josh admits that April is a free spirit and lives on the edge a lot of time. He is worry about her and hopes that she doesn’t get hurt and follows after him. With the help from Kyle Josh quits doing the drug and goes out to get a job to help get out of Los Vegas and move back home. While this is going on Ryan personality becomes more unstable one moment he is depressed and turns to drinking to feel better or he's high and motivated to get things done for the music and starts taking drugs to keep his high mood going. Josh is getting his life together with Kyle and wants April to do the same but she have doubts eventuality she agrees and wants Josh to help her get off drugs.
April starts going through withdraws and being around Ryan and her band she falls back into drugs and has sex with Ryan. For the past few days April pretends to be clean around Josh while doing favors for Ryan in return for getting drugs and keeping a secret. The secret doesn’t last long as Ryan doesn’t like Josh and Kyle attitude about leaving and saying that he can do whatever he wants here including have sex with April. Josh and Ryan get into a big fight and Kyle is there to break it up and Richard tells Ryan that he isn’t going to let Ryan stay with them and kicks him out. Ryan says that he will just go to another band and he doesn’t need quitters to make it. Although it hurts Kyle tells Josh that Ryan is just lost and one day he will be back.
After the fight Josh is back to being an introvert as the two people he gotten close to have hurt him greatly. By this time Josh and Kyle have enough money to get back home but April comes and tells them that Ryan is in trouble. Ryan pissed off the wrong people trying to get his fix and now owes money that he can’t pay. Ryan was caught trying to steal from the band and they kicked him out of the group for that and almost kicked out April. The three of them go to pay off Ryan debt and while on the way April apologize to Josh about what she did to him and they make up.
The Four of them get out of the car and instead of paying it out of their money Richard comes selling of their equipment to pay for Ryan. Ryan is upset and depressed not knowing what to do but doesn’t want to go home. He doesn’t want to be label a failure and a quitter. Ryan says his good bye to everyone but he wants to stay here because there is no place for him back home if his brother isn’t there.
At the end Micheal narrates about the dream they all had and what they were all doing now. Kyle was in a mentoring program for and was also in contact with Richard to learn about personal relations managers. Josh became a temp music teacher in a musical school while working to be a full time teacher he still keeps in touch with April but being the free spirit that she is couldn’t say in one place for long. April is in a different band and she has started writing more and touring. She may never get big but she just enjoys the feeling of being free and doing what she loves as she lives with her bandmates in a RV. Ryan is still in Los Vegas though since that day they never heard from him again. They hope that he will come back home one day but they know that won’t happen. As Kyle gets in the car he hears the song they first perform a long time ago at the talent show by Richard new group. He starts to cry in the car as you see Richard and this young group in the booth doing this song about following your dream.
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