Naive mid-western prep student Jonathan bonds together along with his more worldly roommate, Skip, who chooses the small-town boy. At Nighttime's urging, the Jonathan is emboldened to seek out women in the cocktail lounges of nearby Chicago, where he beds and meets the alluring Ellen, who turns out to function as the mommy of Skip. When a cheating scandal engulfs the faculty, the division between the friends is further deepened.