The film starts with high school valedictorian Denis Cooverman (Paul Rust) stating to the entire gymnasium that he's had a crush on cheerleader Beth Cooper (Hayden Panettiere) for six years. During the speech, he singles out the class bully and a pretty but shallow party girl, takes a verbal swipe at Beth's boyfriend Kevin and tells his movie-quoting best friend Rich (Jack Carpenter) to admit that he's gay. Denis' speech upsets everyone except Beth, who thinks it was "sweet," giving Denis the courage to invite her to a party at his house that night. Beth’s boyfriend, military trained Kevin (Shawn Roberts), is angry at Denis for calling him an "over-aged loser who keeps company with high school girls because he can't get a date with a girl his own age."
After his declaration, Denis' mother (Cynthia Stevenson) and father (Alan Ruck, from Ferris Bueller's Day Off) leave him and Rich alone at the house for their party, which no one attends, as they are social outcasts. Beth shows up in her tiny blue car with her friends Cammy (Lauren London) and Treece (Lauren Storm) (known as The Trinity) at Denis' house that evening. Kevin shows up with his army buddies and Denis and Rich are assaulted. Beth and the Trinity help Denis and Rich get away.
Beth is meant to be a dream girl, but has one glaring imperfection that shatters Denis' fantasy. A turning point in the film comes right after the group gets away from Denis’ house. Denis and Beth go into a liquor store to buy beer, but the clerk (Samm Levine) refuses to sell the beer. Beth offers to "kiss you so good, you'll mess your underwear when you think about it later." The kiss is not shown, but Denis is disillusioned by her actions: "She's not Beth Cooper." In the novel, it's slightly different; she offers to touch the clerk's penis.
Eventually, the group heads back to the high school where Beth, Cammy, and Treece show off their cheerleading act. Denis notices that Beth has a tear in her eye. After the act, the girls head to the showers and Denis follows. Denis passively walks into the girls' locker room and sees the girls changing. Knowing that Denis is looking, Beth smiles at him, drops her towel and shows off her bare back. Beth tries to get Denis and Rich in the showers with them when Kevin arrives. Rich stays back to fight off Kevin and his crew while the others escape. After escaping, Beth reveals to Denis that she only came to his party because it would be "funny", leaving Denis disappointed. Denis gets a nose bleed and Treece, as a joke, gives him tampons to stop the bleeding. The next shot shows Denis with two tampons up his nose. Next, Beth tells Denis his shirt smells and forces him to take it off. Beth takes his shirt and holds it out the window to "air it off"; then the shirt flies out the window. They stop the car and Denis, in his underwear, goes to find his shirt. They all start laughing so Beth then gives him her poncho to wear. They both go out looking for the shirt. They find the shirt in a pile of mud where they encounter a raccoon. The raccoon tries to eat the shirt so they try to grab it when the raccoon yells and scares them both and they run back to the car.
The gang arrives at Treece's fathers cabin where they all share a drink. Beth asks if anyone wants to go with her to see the sun rise, and Denis happily agrees. As they walk on the beach they talk about her brother, who died. Back at the cabin Cammy and Treece imply that Rich is gay. He continues to deny he is. So they decided to test him. Cammy grabs a condom and she and Treece take Rich into the back room to have sex, where it is revealed that he isn't gay and they all share what they plan to do once the summer's over. As the sun rises Beth and Denis talk about their plans after summer, and then share a kiss. The next shot shows Denis' parents on the lawn discussing the damaged kitchen, when Beth's car pulls up.
His parents realize they have seen the car before, then Denis exits. They ask what happened to him, and he replies only by saying that he's fine. His mother, surprised about the mishap, chooses not to discuss it. She then says "I'm going to make pancakes, if she hasn't made them already", assuming Beth and Denis had sex. Next, Denis and his father have a father-son moment. His father implies that he will have to be punished, to which Denis replies, "Whatever that punishment is, it was all worth it." Before going inside, Beth thanks Denis for loving her and they share another kiss. The girls depart, and before they enter the house, Rich reveals to Denis that he might be bisexual.
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