Gilbert Grape (Johnny Depp) lives in a very small town, has a charming but rather messed up family, and a pretty depressing life. He works in the tiny local grocery store, which is in a panic over a big chain market opening on the highway. He delivers groceries for the store, and one of his clients is a married woman (Mary Steenbergen) who is constantly trying to seduce him. His father killed himself years before, so Gilbert and his two sisters have the responsibility of looking after his brother Arnie (Leonardo DiCaprio), who is mentally retarded and constantly getting into trouble, and his mother, who is so grossly overweight she no longer leaves the house. So when a cute girl named Becky (Juliette Lewis) passing through town actually seems to accept and like Gilbert and not think his family are a bunch of freaks, Gilbert is sorely tempted to follow her away from his responsibilities, and must decide what is most important to him.