After his dad Ryan senior's death in a truck accident, schoolboy Ryan Flynn, a gentle, somewhat nerdy space-fan, becomes a recluse. He shuts up completely after a fall and near-drowning experience while roaming the countryside with his admirably patient, cheerful playmate Rocky Mazzelli. Only Ryan's late granddad finds a magical way to get trough to him and introduce him to a mysterious place, the 'dust factory'. There grandpa and resident teenager Melanie 'Pan' Lewis shows how youngsters prepare for their next life phase. But deciding when they are isn't easy or safe.
- Hayden PanettiereMelanie Lewis
- Ryan KelleyRyan Flynn
- Armin Mueller-StahlGrandpa Randolph
- Kim MyersAngie Flynn
- George De La PenaRingmaster
- Michael AngaranoRocky Mazzelli
- Peter HortonLionel
- Kyle HansenRennie
- Ted RoisumTrapeze Catcher
- Ayanna BerkshireHope
- Robert BlancheRyan Flynn Sr.