Jamie becomes tired and frustrated with his life as a loser on his college campus. Girls do not seem to take him seriously and he sees life passing him by. To change that, he puts an ad in the University newspaper seeking a mature woman to teach him the ways of love. After a sputtering start, he connects with Elaine, a middle-aged professor's wife who feels neglected by her cheating husband and is seeking a solution to change her life.
After they connect, they begin a series of sexual adventures that restores the energy into both of their lives. In the meantime, Jamie becomes involved with Lynn, a student nurse who is on the rebound after a breakup with her arrogant boyfriend. He manages to keep the two relationships apart until a fateful night when his secret becomes exposed. He struggles to hold on to both of them until he realizes that honesty is the only thing that will make Lynn stay.
He invites Lynn to a private party where they will join Elaine, her husband, and her husband's girlfriend Rebecca. Lynn is dubious that Jamie's relationship with elaine is even real until they all meet at this party. Suddenly it all becomes very real and very exciting for Lynn and Jamie.