Paul (Paul Schneider) lives large in a small Southern town, where he's made a sexual conquest of nearly every single, eligible female. Every one, that is, except for his best friend's sister, Noel (Zooey Deschanel), a committed virgin. When Paul falls unexpectedly for Noel, he swears he's not out for sex and seeks to prove it to her with his actions. But Paul finds love much harder to manage than plain old-fashioned lust.