Prom night at East Green Falls High is only three weeks away and hormonal teens Jim (Jason Biggs), Oz (Chris Klein), Kevin (Thomas Ian Nicholas) and Finch (Eddie Kaye Thomas) all vow to lose their virginity before the big night. Rumours are already spreading of Finch's sexual prowess; Oz plans to seduce the newly arrived Heather (Mena Suvari); and Kevin, well at least he has girlfriend Vicky (Tara Reid); but Jim, Jim is growing more desperate with every passing day. Will the boys get lucky in the time remaining?