"The Dust Factory" is an adventure about the love and friendship between two teenagers who help each other through a difficult time in their lives. It's the story of Ryan Flynn (Kelley), a wondrous young boy who hasn't spoken since witnessing his father's death at the age of nine. Now thirteen, Ryan has a near fatal accident when he falls from a bridge and is magically transported to a fantasy realm known as The Dust Factory (a place that mirrors his fear of mortality). In this strange yet familiar world, Ryan meets Melanie (Panettiere), a precocious young beauty, who steals his heart. Together they embark on a journey where they face their fears and develop a friendship built on trust and love. Ultimately, Ryan faces the challenge of finding his way home.