Kelvin "Kelley" Morse and Jasper Arnold become involved in a car race and accidentally damage a restaurant owned by Samantha Cavanaugh's parents. Both are sentenced to perform community service by repairing the damage. Although Kelley comes from a wealthy family and Jasper's parents are working-class, they soon find themselves fighting over the same girl, Samantha. While Jasper and Samantha have been dating publicly for years, in secret, Kelley and Samantha begin to spend time together. They soon find that they have more in common than they imagined, and they fall in love. Eventually, Jasper learns of their interlude and doesn't like it. During a trip to Kelley's home in Boston, Kelley reveals to Samantha that his mother killed herself. Samantha brings Kelley into the house and they sleep together. In the morning, after Sam makes Kelley breakfast, Kelley's father arrives and informs him he must attend college early and give up his fling with Samantha. Upon returning to the small town, Samantha's parents soon learn that their daughter's osteosarcoma has relapsed, which was initially discovered after a track injury, and now has only a few months to live. Samantha tells Kelley that she thinks everyone has their own heaven and it is made of a combination of all the things we loved in life. She says that his mother has Kelley with her in her heaven. When Kelley learns the awful truth, he must decide if he should obey his father's wishes and go to college or stay by the side of the first girl he's ever loved. In the end he returns to be with Samantha during her final months of life. At her funeral, Kelley recites a passage from a poem he and Sam loved. The film closes with a shot of Samantha running through a field in her version of heaven.