Twelve-year old Jacob (Conor Donovan), whose face is disfigured by a birthmark, plays second fiddle to his twin brother Rudy, who loves to hang out in a tree fort in the woods. One day, they are chased up into the fort by two bullies. Rudy pours a bucket of urine on the bullies as they ascend the ladder, and they vow revenge. That evening Jacob refuses to go to the tree house, so Rudy takes Leonard (Jesse Comacho) with him. The bullies turn up with a flaming cocktail which they toss into the tree house not knowing anyone is in there. Rudy dies in the blaze and Leonard falls to the ground.

The grieving process swamps Jacob. His parents hold differing perspectives on the event that took the life of their favorite son. His mom (Jayne Atkinson) is indignant at the injustice of the sentence when the two boys responsible for Rudy's death are given juvenile detention for a year and then parole for five years. Her husband (Linus Roache) thinks it was an accident and is more lenient toward the culprits.

Jacob doesn't know what he feels; he has survivor's guilt. It doesn't help his low-self esteem when his parents decide to adopt another child. He feels as if they're trying to replace Rudy. When his frield Malee (Zoe Weizenbaum) tells Jacob that he needs closure on his feelings, the young boy starts visiting one of the bullies. First, he just wants to express his rage but then he finds himself befriending the kid. The process proves to be cathartic.

Michael Cuestra has based his first feature film since L.I.E (2001) on a drama by Anthony S. Cipriano that speaks volumes about grief, the adolescent passage, families, and parenting. The director has a keen appreciation for the moral decisions that change lives and the complexities that are inherent in growing up as young people navigate the difficult waters of self-evaluation. Although the focus of this riveting drama is on Jacob, his two friends also undergo transformations while grieving for Rudy.

Leonard injures his head in the fall from the tree house and loses both his sense of smell and taste. Inspired by a coach who tells him he can play football if he loses some weight, he goes on a diet and begins exercising. This doesn’t' go down well with his family who are all big eaters. Leonard starts to eat mostly apples and soon finds himself in a war with his mother (Marcia Debonis). The battle takes them both to a strange place.

Malee realizes after Rudy's death that she's got to take more chances in life instead of playing it safe. She volunteers to play a flute solo at school and becomes infatuated with Gus (Jeremy Renner), a young man who is seeing her mother (Annabella Sciorra), a psychologist. Malee regards him as her soulmate. This twelve-year old girl's quest to express her budding sexuality takes her to dangerous ground.

Twelve and Holding is a mesmerizing film about characters we get to know intimately and care about as they struggle through grief and are transformed by loss. Michael Cuesta is the real thing: a director who helps us open our hearts to characters struggling to define themselves during adolescence.

Special DVD features include a commentary by director Michael Cuesta and deleted scenes.