When his mother, who has sheltered him his entire 40 years, dies, sensitive would-be poet Elling is sent to live in a state institution. There he meets Kjell Bjarne, a gentle giant and woman-obsessed virgin in his 40s. After two years, the men are released and provided with a state-funded apartment and stipend with the hope they will be able to live on their own. Initially, the simple act of going around the corner for groceries is a challenge. Through a friendship born of desperate dependence, the skittish Elling and the boisterous, would-be ladies man Kjell Bjarne discover that not only can they survive on the outside--they can thrive. But as their courage grows, they find oddball ways to cope with society and strike up friendships in the unlikeliest places.