It's the end of summer in 1962 in the small town of Modesto, California, and a group of recent high school graduates are grappling with their upcoming transitions to adulthood. The film focuses on a handful of these teens during a single, eventful night. Curt Henderson is a smart, introspective teen facing the prospect of leaving for college in the morning, but he's uncertain about his future and is contemplating staying behind. Meanwhile, his best friend, Steve Bolander, is also supposed to depart for college with Curt, yet he's dealing with complex feelings about his relationship with his high school sweetheart, Laurie, who is also Steve’s younger sister's friend.

Elsewhere, John Milner, the quintessential hot-rodder and the perceived king of the local drag racing scene, finds his current status challenged both by outside rivals and an unexpected female companion, the young and precocious Carol. At the same time, another friend, the geeky Terry "The Toad" Fields, finds himself improbably behind the wheel of Steve's cherished car for the night, leading him into adventures that boost his confidence. The lives and stories of these four friends interweave as they cruise the strip in their cars, listen to rock 'n' roll, encounter various other townsfolk, fall in and out of love, and make choices that will define their future paths.