It's Brooklyn, 1965, and young Michael Dunn (Andrew McCarthy) finds himself forced to attend St. Basil's in pursuit of the priesthood. Once there, against his better judgment, he gets caught up with a wild crowd led by the raucous Rooney (Kevin Dillon), and together they work towards their higher education - the kind you don't get in school! From hiding out in the local diner to making out in Rooney's dad's car, from the "good-when-they're-bad" girls of the convent school to the shy beauty Michael falls for (Mary Stuart Masterson), from a confession that's good for the soul to what sends you there in the first place, finding your way in the world isn't easy. But the boys of St. Basil's are out to have the time of their lives - for as long as they're young, as long as they're free and as long as they can get away with it.