Rory Culkin (Signs, You Can Count on Me), probably the best-known actor here, plays 12-year-old Sam, a sweet-natured kid who is constantly being set upon by George, the school bully (Joshua Peck). Sam's older brother, Rocky (Trevor Morgan), decides it's time to teach George a lesson and enlists his friends Marty and Clyde in his scheme. They conspire to lure the young tyrant into the woods, where they'll strip him and make him run home naked. Sam has misgivings about the plan. "If we hurt him, we'd be just as bad as him," he objects. But he acquiesces when Rocky assures him that George won't be harmed, merely humiliated.
Rocky tells George it's Sam's birthday and invites him to join the gang for a day on the river. In addition to Rocky, Marty (Scott Mechlowicz), Clyde (Ryan Kelley), and Sam, the group includes Millie (Carly Schroeder), an innocent 12-year-old who enjoys a shy flirtation with Sam. When Millie learns what the boys are planning, she demands that they call it off. Sam clearly is relieved; by this time he can see that George is really just a lonely, insecure kid who doesn't know how to make friends. Rocky and Clyde more reluctantly agree. It's Marty who doesn't want to stop. A troubled kid from a dysfunctional family, he eggs George on.
Not that George needs much encouragement. Obnoxious and crude, he dominates every conversation, bragging and bullying in equal measure. He taunts Marty, whose father committed suicide, and ridicules Clyde, whose father is gay. Even Millie looks like she wants to strangle him.
Despite Rocky's best efforts to keep the peace, things get out of hand. What follows -- and how each kid deals with the situation -- lies at the crux of the story, a pint-sized Heart of Darkness that raises sobering questions about responsibility, morality, and guilt.
Estes doesn't burden the script with unnecessary exposition or dialogue. He has a real feel for what each kid is going through, tapping into their psyches as if he were each and every one of them. It's there in the way Rocky can't look at Marty. It's there in the way Sam's eyes follow every move Millie makes and in how she rebuffs his attempts to comfort her. It's there in the silences, broken only by sound effects. And it's there in the way the camera stays low, even in wide shot, enveloping the kids in the dark, ominous woods while the vast, open sky remains out of sight, offering no relief from the tragedy or their own culpability.
The acting is remarkable across the board, undoubtedly a combination of a strong script, gifted actors, and exceptional direction. Not only the chemistry among the kids, but also the tensions and complexities in their relationships feel extraordinarily real. All the actors are natural, and Schroeder's skill as an actress astounds.