Manny (Scarlett Johansson) and Lo (Aleksa Palladino) are orphaned sisters, ages 11 and 16, who run away from their separate foster families and take up the Bedouin's life on the road. They travel in their dead mother's station wagon, poaching food from convenience marts and squatting in vacant model homes. Lo, the oldest, is a tough piece of work with a tender center; her younger sister Manny idolizes her, even as she palpably longs for her dead mother, going so far as to spray the maternal brand of antiperspirant all over the sheets before going to sleep. (Her hardened sister insists that mom smelled like beer, however.) Lo has a habit of warping reality to fit her needs, and continues to insist that she's just fat long into her pregnancy. When she finally makes it to the clinic, she's too far along to get the abortion for which she asks.

Faced with Lo's impending motherhood, the girls decide to hole up in an empty vacation home, where they come across a videotape of the mistress of the house giving birth. Terrified by the apparent discomfort of the process, Lo concludes she will need some help when her time comes. Medical attention is out of the question, since the girls are convinced that they are wanted by the police, so instead they kidnap a motherly, nurse-like woman, Elaine (Mary Kay Place) from the local baby-goods store.

Sequestered in the vacation house, this trio strikes up a strange but compelling dynamic. All three are in some way discarded, unwanted persons: Manny and Lo are unloved foster children; Elaine, who seems to have once been institutionalized for being, as she says "not terribly unified," isn't even missed when she disappears. All three, in their own way, long for a sense of family. And in an oblique way, they end up creating it for themselves.

All this is occasionally narrated by Manny in semi-poetic voice-overs. Krueger has managed to capture the natural, slightly weird cant of an 11-year-old's thoughts in a way that enriches the story, even as it fails to move the plot forward. This film isn't afraid to meander a bit into the realm of the mystery of character, and one of its most delightful aspects is a willingness to explore the by-ways of human experience, even if they don't necessarily leave us on the edge of our seats, plot-wise. Some of the most original sequences in this film occur when Manny meets a corporate-minded little boy her own age and instantly becomes fascinated by his mother. Manny's craving for a family is so sharp, it's a wonder she never states it directly. It's simply apparent from the way she behaves, and all the more moving for her lack of sentimentality.

Manny's narration also places Manny and Lo into an 11-year-old's point of view, lending the film a slightly precious, fairy-tale atmosphere. The jewelry-box-ballerina score, composed by John Lurie, furthers the sense that this is a childhood myth where anything can happen, even things strange by adult standards. It also affords Manny, who is mostly an observer of the action, the respected position of being our storyteller for the evening. Krueger apparently has similar respect for the young actors who play Manny and Lo--they're on screen pretty much the entire time--but the most captivating performance of the film belongs to Mary Kay Place, who won an Emmy for her role as the country western singer on Mary Hartman, Mary Hartman. Place is disarming as the prim, maternal Elaine, a suburban soccer-mom type with an edge. Her portrayal of a craziness laced with clarity allows us to believe strange, wonderful things happen to grown ups, too.