In 1979 Azusa, California, teenager Roy “Rocky” Dennis has a rare and life-threatening disease called craniodiaphyseal dysplasia. Despite his severe facial deformity, which many strangers mistake for a “mask,” Rocky is a typical and highly intelligent adolescent who collects baseball cards and saves money for an anticipated motorcycle tour of Europe with his best friend, Ben. Rocky’s tenacity is bolstered by his brazen, outspoken mother, Rusty, and her rough yet benevolent companions in the “Turks” motorcycle gang. Rusty will stop at nothing to defend her son against discrimination. At North Avenue Junior High School, Rusty defies the principal’s recommendation for Rocky go to an academy for the disabled and orders him to give her son an unbiased education. Later, at Rocky’s medical examination, Rusty berates a pessimistic doctor who gives the boy a life expectancy of three to six months. Despite Rusty’s tough exterior, she is vulnerable to depression, and eases her pain with sexual promiscuity and drug addiction. The weekend before school starts, Rusty brings Rocky to a Turks motorcycle gang picnic, and the boy is embraced as a member of the tribe. However, Rusty is disturbed by the unexpected return of her wayward lover, Gar, and reconnects with her drug dealer. Back home, Rocky frets about his first day of school and worries that he will become an outcast because of his unusual appearance, but Rusty reminds him that he is exceptionally “beautiful on the inside.” Rocky is initially teased about his “mask” at school, but he wins over his classmates with his sharp wit, charisma, and intelligence. At home, Rocky becomes increasingly concerned about Rusty’s lawless, unconventional lifestyle and begs his mother to seek treatment for her addiction. Rusty grudgingly agrees to curtail her drug use and rekindles her relationship with Gar, creating a makeshift family for Rocky. As time passes, Rocky becomes distressed about his inability to attract girl friends, and his anxiety fuels Rusty’s depression. When she goes to a bar to buy drugs, she hires a prostitute named Lorrie and delivers the girl to Rocky’s bedroom. Lorrie, who is briefly startled by Rocky’s face, eases into her job and asks Rocky what he desires from their sexual encounter, but he is more interested in talking about his European travel plans. Showing Lorrie a map on his wall, Rocky explains that he and Ben mark every destination on their road trip with a thumbtack. After talking all night about dreams and aspirations, Lorrie bids Rocky farewell with a kiss on the cheek and the boy confronts his mother about her intrusion into his sex life. Despite Rusty’s good intentions, Rocky is insulted by his mother’s “gift” and believes she would not have hired a prostitute if she truly believed he was capable of attracting a girl friend on his own merits. Rocky begins to doubt Rusty’s reverence for being “beautiful on the inside,” and his mood darkens. As time passes, Rocky frets about his lack of nice clothes to wear to his junior high school graduation and is surprised to find a new suit waiting for him in the refrigerator, a gift from Rusty and her friends in the Turks gang. At the ceremony, Rocky wins top awards for academic achievement in almost every subject, thrilling family and friends. Sometime later, Rocky’s grandparents visit and Rusty is upset by her domineering and judgmental father. When Rusty loses her sobriety, Rocky decides to accept a counselor’s assistant job at a sleep away camp for blind children and leaves home for the first time. There, Rocky falls in love with a blind girl named Diana Adams, who is aware of Rocky’s condition but can only “see” the beauty of his personality. When the camp session ends, however, Diana’s parents discourage their relationship and neglect to tell Diana about Rocky’s frequent telephone calls. Rocky faces further disappointment when his friend, Ben, announces he is moving away to live with his father, ending their dream of going to Europe. Rocky uses their travel savings to buy a bus ticket across town to see Diana at Foxtail Stables, where she keeps her horse. Diana is delighted by the unexpected reunion, but realizes her parents are keeping them apart, and shares news that she is going away to a school for the blind. Always the optimist, Rocky reminds Diana that their love is infinite, and declares that they can always run away together in their imaginations. Returning home, Rocky complains of feeling ill and retires to his bedroom, where he removes the destination-marker thumbtacks from his map of Europe. The next morning, Rusty finds her son dead and fills the map with pins, declaring that Rocky is now free to go anywhere he wants, in spirit.