When a beautiful young 1st grade teacher (Williams) arrives at a prep school, she soon attracts the attention of an ambitious (at least in establishing school clubs) teenage student (Schwartzman) who quickly falls in love with her. The student turns to the father of 2 of his school-mates (Murray), who has become a friend to him while he is at school away from his parents, for advice on how to woo the teacher. However, the situation soon gets complicated as Murray himself becomes involved with her. Now that these 2 very different friends are set against each other, what will become of them?