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.

A group of graduating students from a midwestern high school comes to New York City on a trip to celebrate the impending end of school. The students include: Roger Ellis, an ambitious teen aiming for success in big business; David, an aspiring rock star; Judy Matheson, a stagestruck coed actress wannabe; Denise, a free-spirited girl hoping to obtain a degree of sophistication; Fred, a lotharo looking for any Big City woman to be with; and Jon Lipton, a would-be artist hoping to make it big. Mickey Rooney also appears briefly as himself during the backstage scene at the musical "Sugar Babies."