Seventh grade is not going well for Will Levine. Kids at school bully him because of his funny-looking chin. His science teacher finds out about the turtles he spent his summer collecting from the marsh behind school and orders him to release them back into the wild. And for his Bar Mitzvah community service project, he has to go to the hospital to visit RJ, an older boy struggling with an incurable disease. Unfortunately, Will hates hospitals. At first, the boys don't get along, but then RJ shares his bucket list with Will. Among the things he wants to do: ride a roller coaster, go to a concert and a school dance, swim in the ocean. To Will, happiness is hanging out in his room, alone, preferably with his turtles. But as RJ's disease worsens, Will realizes he needs to tackle the bucket list on his new friend's behalf before it's too late. It seems like an impossible mission, way outside Will's comfort zone. But as he completes each task with RJ's guidance, Will learns that life is too short to live in a shell.