Rory Culkin (Signs, You Can Count on Me), probably the best known actor here, plays 12-year-old Sam, a sweet-natured kid who constantly is being set upon by school bully George (Joshua Peck). Sam's older brother Rocky (Trevor Morgan) decides it's time to teach George a lesson and enlists 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 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 dad is gay. Even Millie looks like she wants to strangle him.
Things get out of hand despite Rocky's best efforts to keep the peace. 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 in to 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 by only 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.
Adult viewers may question whether the kids react in a believable manner (because it's not the way an adult might have responded?), but Estes has been so on target with everything else having to do with the characters that one accepts that he knows what he is talking about here. Certainly, parental figures are all but absent in the film, which may well be one of the points that Estes is trying to make. Sam and Rocky are close, but we never see them with their parents. George's rage -- and his unpopularity -- can hardly have gone unnoticed by his mother. If the parents abdicate their responsibilities, who helps the kids figure out what is right and wrong?
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 of the actors are natural; Sam and Rocky share such an easy intimacy and affection, you'd swear they were actual brothers.
In such a stellar cast it's difficult -- perhaps even churlish -- to single out one or two for praise, but Culkin and Schroeder deserve a special nod. Anybody who has ever seen the youngest of the Culkin clan on screen before knows that Rory is an extraordinary actor, and here he perfectly captures the sweetness, timidity, naturalness and conscience of Sam.
Schroeder, however, is the real find, an actress so believable and natural she's like a young Zooey Deschanel. Despite her beauty, it's her skill as an actress that most astounds. She more than holds her own against the boys and creates an indelible portrait of an innocent, somewhat awkward but determined young woman who is thrust from childhood into adulthood much too soon.