The film, set in Bangor, Maine, is based on some of Verow's experiences growing up in Maine.

Joe (Brad Hallowell) is 18-year-old high school senior who lives with his single mother and his older sister Teresa (Hilary Mann), who works in a convenience store. They live in a notorious estate called the Capehart Projects. Joe has a crush on his friend Andrew (Gregory J. Lucas), a football player at his high school. Upon the encouragement of Joe's friend Kris (Mindy Hofman) and Andrew's friend Mandy (Jennifer Stackpole), they explore their mutual attraction for each other and fall further in love. Kris and Mandy also sexually experiment together. During one of his early sexual encounters with Andrew, Joe admits to having been gang-raped by three older men after witnessing his older friend Tim being raped by the same men at the warehouse he works.

Joe is determined to leave town to pursue arts and design studies at a college in Rhode Island, especially after his sister leaves to Los Angeles after robbing the convenience store she has been working in for years to pay for her airline ticket. Joe has a fling with his French language teacher in a bathroom and then blackmails him to get good grades and the crucial recommendation he needs as his passport to arts school. Joe also befriends an elderly disabled artist named Victor (Charles Ard), who hires him as a model and a house boy. Joe moves in with Victor in his loft above the local opera house. For securing his services and occasional sexual favors, Victor provides Joe with recommendations and help to be accepted to arts school, and decides to commit suicide with an overdose of drugs, leaving all his money and possessions to Joe to fulfill his dreams.

Andrew sinks into trouble, theft and heavy drinking. He tries to reconcile with his own sexuality and what he wants to do with the rest of his life and how can he keep Joe, who is determined to leave Bangor. During their escapades to a nearby Styxx gay venue, Joe happens to recognize his childhood friend Tim (Michael John Dion), now an openly gay man, but Tim shoves him off. Joe also recognizes one of his tormenters at the club and decides to get even with the help of Andrew. The film ends with Joe and Andrew contemplating on what they need to do with their lives.

• Brad Hallowell as Joe
• Gregory J. Lucas as Andrew
• Hilary Mann as Theresa
• Jennifer Stackpole as Mandy
• Mindy Hofman as Kris
• Charles Ard as Victor
• Michael John Dion as Tim
• Nathan Johnson as French teacher Mr. LaBlanc
• Theodore Bouloukos as Richard
• Gregg Anderson as Sandi
• Jono Mainelli as John
• Former Maine State Representative Chris Greeley as a police officer
• Todd Verow as Man in bar

• Official website
• Vacationland at IMDb  
• Teddy Awards Trailer and Clip