A group of dancers congregate on the stage of a Broadway theatre to audition for a new musical production directed by Zach. After the initial eliminations, seventeen hopefuls remain, among them Cassie, who once had a tempestuous romantic relationship with Zach. She is desperate enough for work to humble herself and audition for him; whether he's willing to let professionalism overcome his personal feelings about their past remains to be seen.

Sixteen-year-old Michael Dunn arrives at St. Basil's Catholic Boys School in Brooklyn circa 1965. There, he befriends all of the misfits in his class as they collide with the repressive faculty and discover the opposite sex as they come of age.