When a beautiful first-grade teacher arrives at a prep school, she soon attracts the attention of an ambitious teenager named Max, who quickly falls in love with her. Max turns to the father of two of his schoolmates for advice on how to woo the teacher. However, the situation soon gets complicated when Max’s new friend becomes involved with her, setting the two pals against one another in a war for her attention.

Upon his release from a mental hospital following a nervous breakdown, the directionless Anthony joins his friend Dignan, who seems far less sane than the former. Dignan has hatched a hair-brained scheme for an as-yet-unspecified crime spree that somehow involves his former boss, the (supposedly) legendary Mr. Henry.