With a plot that is a cross between a teen, low-brow farce and a coming-of-age story, Class opens with scenes of two best friends -- nerdy whiz Jonathan (Andrew McCarthy) and carefree jock Skip (Rob Lowe) -- going around in lingerie; they also barf on a double date, break into a quiet meeting at a girls' school, and generally behave as emotional throwbacks. But when the nerd Jonathan is picked up in a Chicago bar by Skip's mother Ellen (Jacqueline Bisset), the tone changes completely. The affair between the student and the older woman is torrid until they rendezvous in New York and Ellen dumps Jonathan because she finds out he is not a Ph.D. candidate from Northwestern University. Meanwhile, Jonathan does not know who Ellen is until Skip brings him home for the Christmas holidays and the two clandestine, September-May ex-lovers come face to face with the truth.