Paul (Schneider) has lived in the same small town all his life.
He lives a cozy, affectionate life with his mom (Clarkson) and he works as a grease monkey for his uncle Leland (Mouton). Charming in his way, Paul has a devoted circle of rowdy friends that he’s known forever – Tip (Whigman), the richest and most lawless of the bunch; Bo (Compte), a philosopher not interested in wasting his precious seed on the local girls; and Bust-Ass (McBride), a goofball who is not the sharpest tool in the shed.
Paul’s life changes when he finds Tip’s younger sister Noel (Deschanel), who has just graduated from boarding school and returned to town. She catches the eye of Paul, who has never met anyone like her. And she’s never met anyone quite like him – funny and quirky and unpretentious.
They fall in love – a scary, uncomfortable love, with no precedents for either of them. Although he’s had more than his share of romantic experiences, Paul has never felt anything like this. He’s elated and terrified at the same time. And for Noel, this seems like the real thing, not that she knows what she’s supposed to do next.
For all her worldliness, and his previous conquests, they sometimes act like two kids playing at grown-up love. As the winter progresses, things go very right, and sometimes wrong.