Plot
Joshua Mason (Josh Hutcherson) is a troubled 15-year-old who is abandoned by his mother at a motel in Carmel-by-the-Sea. The story begins with Joshua finishing a painting at an old mission and selling it for $50, only to be caught by the artist who had left the painting on an easel. He returns to the motel room to sleep. When the motel manager comes to collect payment, Joshua grabs his belongings and runs out the back door. A social worker, Vanessa Reese, visits the manager and he explains that he hasn't seen the boy's mother for some time. He shows Vanessa the room and that the boy has painted some amazing art on the walls, mirror and ceiling. Joshua, meanwhile, wanders around the town and chats to a girl, Amber (Hayden Panettiere), through a school yard fence. One of the school's faculty reprimands Amber for not returning to school and grabs her by the arm to take her to the principal's office. Joshua becomes upset with how aggressive the teacher is, pulling at her arm, and shouts at him to give her a break and pick on someone his own size. Joshua climbs the fence and pulls Amber from the teacher's grip only to be confronted by two boys - one of them her brother Ryan, who thinks she's being harassed. Joshua punches Ryan, who then punches back. Joshua runs off, climbs the fence and shouts back he's sorry to the girl. When it starts to rain, he hides in a culvert but gets caught in the flowing water. His hand is cut as he falls out of the culvert into the sea/coast below.
Joshua walks along the rocky coastline and happens upon a large sea-side mansion and finding a side door that's been left open, 'breaks' in. He showers, cleans up his cut and now starving, makes himself a large sandwich. While exploring the mansion, he finds an art studio with a painting that is half complete (being copied from a photo) and finishes it before falling asleep. When he awakens he's confronted by the police and taken to child services. He tells the social worker that he doesn't know where his mother is.
Back at the mansion, the owner, Everly (Alfred Molina), finds the now-finished painting and believes the boy has real talent since he had been unable to find anyone to complete the portrait, let alone do it with such complete accuracy. Everly decides to take in the boy thinking that he might be able to exploit his art talent. While eating breakfast one morning, Everly gives Joshua an expensive fountain pen as a gift and the two talk about art. Joshua, knowing little on the history of art, jokingly tells Everly that his favorite artist is Hank Ketcham, the creator of Dennis the Menace.
During a charity art benefit, Joshua meets a kind old woman named Anne-Marie Cole (Lauren Bacall). He also meets Ryan, Amber's brother, and the two apologize to each other about what had gone down at the school yard the other day. Ryan says Amber told him the full story of what happened and thanks Joshua for looking out for his sister. The two talk about Anne-Marie and how she's indeed cool but also loaded.
That night, Joshua breaks into Anne-Marie's home but is unsure of why he does. He begins to go through some of her things and finds a leather-thong necklace with a small vial (filled with something that he later finds out to be cyanide) which he pilfers, as well as a picture of an unknown man. Anne-Marie discovers Joshua in the room and asks him what he is doing. He asks who the man is in the photograph. She tells him it is an artist named George and nothing more. She then calls Everly to come and collect him.
The next day Joshua and Amber talk on the beach. When Amber asks what she could do to repay him, he states that she could give him a kiss. She laughs it off and races him down the beach but drops her keys in an effort to win. She beats him and while trying to get her keys back from him, he kisses her without warning. She pushes him off, demands for him to give her the keys before leaving him on the beach. There he finds a large black dog and learns that it is Anne-Marie's dog Matilda. He takes Matilda home to Anne-Marie and the two of them talk over a bowl of soup.
Meanwhile, Vanessa continues her search to find Joshua's mother and learns that she may be living with her boyfriend. Joshua goes to Amber's and gives her a portrait of her that he had drawn. She smiles and comments that it looks good and invites him to sit with her. Joshua apologizes for what he did at the beach and that he was foolish for kissing her like that. She tells him that it was the worst kiss she had ever experienced and teaches him how to "properly" kiss a girl.
Meanwhile, Everly has sold the painting that Joshua had completed earlier but needs to complete a Winslow Homer in just a couple of weeks or lose his art galleries along with everything he owns. He decides to take a risk and use the boy seeing as he is the only one who could complete the portrait accurately and on time. Joshua attends a party that Amber is throwing and sees her in the arms of another guy, who happens to be her cousin. He grows jealous and follows them in the house and is about to confront him but he is held back by Ryan. Joshua and Ryan fight, resulting in Joshua hitting Ryan with a pool ball.
Joshua goes to Anne-Marie's where she tends to his wounds. She tells him that just seeing something won't give you the truth, that you sometimes have to look at something in a different light. She then asks if he would like to live with her. He tells her that he would have to think about it.
Back at Everly's, Joshua confronts Everly about his forgery scheme and how for $500 he will keep his mouth shut. Everly gives him a different proposition: If he does one more painting he will get half the money made from it - a possibility of millions. Joshua, amazed, says yes. For a week he learns what forgers have to do so their paintings pass as authentic. When the painting is finished, Joshua and Everly have an unpleasant conversation. Joshua, having second thoughts, then takes the painting from the house and hides it.
Meanwhile, Vanessa finds Joshua's mother living with her boyfriend and a child. Vanessa then calls child protective services to rescue the child. She goes back to her office and takes a closer look at Joshua's file and learns that he has been abused by his mother. She discovers that Anne-Marie wants to become Joshua's permanent guardian. She learns how Anne-Marie had been questioned by the police and fell under suspicion of forgery. Vanessa also learns that Anne-Marie lost her family in a house fire and was unable to save her only surviving daughter.
Joshua goes to Anne-Marie's after hearing a rumor from Everly that she was once a forger. He goes through her stuff and finds a forger's hammer and a newspaper clipping about how she was suspected of art forgeries. He then runs away feeling that he cannot trust anyone.
Vanessa then meets with Joshua and tells him she could not find his mother. Joshua then breaks down in tears feeling that he is unwanted.
Ryan talks to Joshua and tells him he needs to apologize to Amber, which he does. Joshua then goes ahead and steals the painting. Anne-Marie goes to Everly's to talk to Joshua and finds the door unlocked. She goes in and wanders into the art studio where she learns that Joshua has stolen the painting. Joshua then goes to the art exhibit and returns the painting but before he leaves, Anne-Marie in front of everybody, slices the portrait and tells everyone that it was a forgery and that she at one time painted one of Everly's forgeries and has regretted it ever since. The portrait is confirmed to be a forgery when an underpainting of Dennis the Menace is revealed.
In the end, Joshua agrees to Anne-Marie's request and lives with her, and is also in a relationship with Amber. He states that, "I wasn't sure what I was looking for at first when I broke into Anne-Marie's house, but now I know. I was looking for a place to belong."
