The Whirlygirl (Mazur) is a professional exotic dancer that travels to all-male schools and entertains her audiences. Raol, a student at such a school, makes contact with her and she agrees to visit his school. Raol enlists the aid of his friend James (Morris) to formulate plans for a successful event that will feature the Whirly Girl. The party goes off without a hitch and the boys celebrate and praise James for his efforts.
During the celebration, though, James realizes that his watch (which is a family heirloom) has gone missing and suspects the Whirlygirl has stolen it. He tracks down Alice (the actual name of the Whirly Girl) to her New York City apartment and confronts her. He recovers his watch and divulges its sentimental value to Alice. During this confrontation, James and Alice make a connection and the remainder of the film follows the growth of their relationship, which endures a number of trials.
Along the way, Alice helps the typically strait-laced, obedient James take more risks — which in the film includes skipping school, partying, and dodging police officers. Reciprocating, James helps the wild Alice reconnect with her family, end her scandalous relationships, and realize her dream of becoming a professional (non-exotic) dancer. Late in the film, James faces expulsion from his school for his unusual behavior and repeatedly skipping class. Alice comes to his rescue and persuades the school to give him a second chance.
At its conclusion, Alice decides to leave her former life behind and start fresh in another town. She invites James, but he decides it's best to finish his education first. As a memento of their experiences together, James gives Alice his watch and Alice promises to one day return it. As she drives away, James simply says, "I know you will."
The film is 95 minutes long and is rated R for sexuality and language.