<P> In 1969, child prodigy William Miller struggles to fit in . His widowed mother, Elaine, has led him to believe he is thirteen years old until William's older sister, Anita, insists their mother tell him the truth: William is actually eleven . His mother started him in first grade at five years old, and he skipped fifth grade . Elaine strictly forbids rock music and other unwelcome influences on her children, driving Anita to leave home at eighteen to become a flight attendant . </P> <P> In 1973, William, now fifteen, influenced by his sister's secret cache of rock albums, aspires to be a rock journalist, writing freelance articles for underground papers in San Diego . Rock journalist Lester Bangs, impressed with his writing, gives him a $35 assignment to review a Black Sabbath concert . William is barred from backstage, but when the opening band Stillwater arrives, William flatters his way in . Lead guitarist Russell Hammond takes a liking to him, partly because of William's new acquaintance with veteran groupie Penny Lane, who takes William under her wing . </P> <P> Rolling Stone editor Ben Fong - Torres, believing William is older, hires him sight unseen to write an article about Stillwater and sends William on the road with the band . William interviews the members, but Russell repeatedly puts him off . Tensions between Russell and lead singer Jeff Bebe soon become evident . William, jokingly called "the enemy" because he is a journalist, begins losing his objectivity as he integrates himself into their inner circle . </P> <P> The band experiences problems with promoters and venues on the tour, and hires Dennis, a professional manager . Penny has to leave before the band reaches New York, where Russell's girlfriend Leslie will join them . Stillwater "loses" Penny and her three protégé groupies to another band in a poker game; Penny acts nonchalant about it but is devastated . Meanwhile, Dennis charters a small plane so the band can play more gigs . </P>

Who are the characters in almost famous based on