 Kevin (Dennis Christopher) is a sensitive college freshman growing more and more alienated from his studies and his fellow students. Rowdy, sex-obsessed Sparrow (Gary Busey) is his only friend. He has no girlfriend, and suffers humiliation at the hands of attractive Paige (Cheryl Waters) when she appears half-naked in his dorm room as part of a sorority initiation. Gradually, Kevin withdraws from reality into a dream world of his own creation. There, he and his friends discover a deserted ship, christen it "The Queen of Sheba" and sail off on an adventure of discovery. Sparrow and Paige both become members of Kevin s fantasy "pirate band". "I just don t understand why people can t play forever" Kevin asks Paige in his dream-but he ultimately learns that even a world of fantasy can hold it s own sad realities...