Small time celebrity photographer Les Galantine has a big mouth and big dreams, but he can''t quite talk himself into the right parties to get that one great exclusive photo. He meets Toby, a homeless kid who is drawn to the bright lights of New York City and "hires" him as his assistant. Les pays Toby nothing but room and board but the two are drawn to each other and become friends.

Although Toby enjoys the glamour and excitement of Les'' lifestyle, he has dreams of his own--to become an actor. Luck intervenes for Toby when he accidentally meets K''Harma Leeds, a beautiful pop diva. As their unlikely love blossoms Toby finds himself torn between a chance to follow his dream and to fulfill his obligations to Les. This conflict deepens when Toby leaves Les and lands a part on a reality show, partly by sleeping with the show''s casting director Dana. As Toby''s fortunes continue to rise, Les tries to reach out, while also maintaining a bitter resentment toward his former protege.

Directed by
Tom DiCillo

Cast
Steve Buscemi - Les Galantine
Michael Pitt - Toby
Alison Lohman - K'Harma Leed
Joseph D'Onofrio - Vince
Rodrigo Lopresti - Demo
Cinque Lee - Corey

Production Co.
Peace Arch Films
Artina Films

Produced by
Jimmy De Brabant
Michael Dounaev
Kami Naghdi

Studio
Peace Arch Films

Writer
Tom DiCillo

Music
Anton Sanko