Caleb Watson is not like the other children at his Washington, D.C., private school. Having skipped a grade - and being younger and smaller than the rest of the boys - he finds that his Southern accent and sensitive, reserved nature set him even further apart. Caleb simply does not belong.

But on a field trip to the art museum, Caleb discovers his hero - his icon - when he is exposed to the art of Andy Warhol. In the beauty of the things that don't fit, in the art and philosophy of Pop plus the glorious camp of The Rocky Horror Picture Show and its creatures of the night, Caleb will find sanctuary, transforming himself and the eccentric friends he meets along the way into his own little version of Warhol's Factory.