Written by Dan Greenberg and Suzanne O`Malley, Directed by Noel Black Starring: Phoebe Cates, Matthew Modine, Betsy Russell, Michael Zorek, Fran Ryan, Kathleen Wilhotte, Jonathan Prince, Kari Lizer, Richard Stahl, Ray Walston

Phoebe, a student in a staid, tony private girls` school, is going steady with Matthew, from the male institution nearby. Behind the conservative facade, however, both the guys and the gals pull capers in secret to pursue each other and put down rivals in love.

When the guys get in drag to visit the girls` dorm rooms, Matthew becomes the victim of an attempted seduction by his girlfriend`s rival, who recognizes him. Nothing happens, but the snobby girl spreads lies, causing her to doubt Matthew. The other guys also suffer greatly from the experience.

Tails tucked between their legs inside ill-fitting pantyhose, our boys clearly need a new plan. A pessimistic Matthew begins to lose hope, but with the help of his best buds, he slowly regains fair Phoebe`s trust. Finally, they arrange a weekend outing where they will consumate the relationship, while the guys run intereference and keep the prudish school mistress and jealous girls at bay.

After all this planning and scheming they decide the moment isn`t quite right, and delay their comsumation. However, after "sleeping" on it overnite and frollicking on the beach, That Moment comes the next day!

Trivia: choreography of a suggestive aerobics scene by Paula Abdul. Cameo by Martin Mull, who co-starred with Ray Walston in Ski Patrol. Also, our main gal Phoebe sings two songs on the soundtrack.

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