Max Kane (Elden Henson) is very large for his age, teased, friendless, and failing in school. His father is in prison for murdering his mother, and he is raised by his grandparents (Gena Rowlands and Harry Dean Stanton).
He meet a new kid, Freak, (Kieran Culkin) in school who is crippled. He gets Max to carry him around on his shoulders and tells him stories about how they should be like knights of the Round Table. They return a lost purse to Loretta (Gillian Anderson) who knew Max's parents.
Freak goes to the hospital and his mother (Sharon Stone) cries on Max's shoulder because Freak's genetic condition is fatal.
Max's father (James Gandolfini - is this a great cast or what!) escapes from prison and grabs Max who remembers as a child seeing his father strangle his mother. Freak drives a van with his crutches and gets the police to save Max and arrest his father.
For Christmas Freak gives Max a blank book and tells him that stories are pictures and Max can write down the pictures he imagines to make a story.
Freak dies in his sleep. Max answers a question in class, then starts to write a story in the book Freak gave him.
The movie has been the story Max has written about his friendship with Freak.