Paul and Noel have fallen in love.
He is a young man living in a small North Carolina town. She is a teenager who has returned from boarding school after six years.
Noel's older brother, Tip, is Paul's best friend. Tip and Paul drink beers and tell stories, doing little else until friends begin noticing that Paul is spending a lot of time with Noel. Tip does not like the idea, and lets Paul know it.
Paul's mother works as a clown for sick children, and begs him to go on certain hospital visits with him, which he says he hates but otherwise seems to enjoy.
One of Paul's ex-girlfriends, whom Paul dumped badly like every other girl in town, warns the naive Noel about the boys who hang around her, including Paul and a dorky guy nicknamed Bust-Ass.
Agitated by the rumors, Tip confronts Paul and wants to know if he is having sex with Noel. Paul refuses to answer, and while their friends try to pull them away from fighting, Tip takes out his anger by beating another guy.
Paul and Noel talk on her bed and begin to make out. He has tenderly expressed to her that he did not expect to like her so much after she returned, but he feels he can be real with her, and he is worried about what she thinks of his reputation. She tells him she is a virgin, and she trusts him. Paul gets off the bed and tells her that he does not want to hurt her like he has hurt so many other girls. And he does not know much else of what to say, so he leaves.
Later, Noel asks Paul if they can spend the night in a motel. She emotionally tells him about a set of scars on her side: a few years earlier, her dad had let her drive their boat on a lake, but she was careless and ran over a boy in the water, then she fell on the deck in horror and began clawing at her skin with a fishhook. Noel says she just wanted to feel pain for what she had done.
Noel and Paul go out swimming near the motel that night, then return to the room and make a tent with the sheets on the bed.
Bust-Ass meanwhile begins nudging Paul about his curiosity for Noel.
Noel and Paul meet at an empty bowling alley and express further affection for each other. She lets him know that she plans to go away to a friend's lake house the next weekend. They kiss on an open lane. Paul is so filled with love that he wants to dance, but he asks Noel to not watch as he does.
Paul's mother is angry when he forgets to return her car for a disabled child's party. She expresses concern for how he involved he has become with Noel.
Paul finds Tip sitting along the river in town. Tip tells Paul to do right by Noel, and tries to withhold his anger at how much the two of them used to sleep with girls without a care. Tip reveals that he's become increasingly distraught, especially since he recently learned that he got a local girl pregnant, which has sent him on a drinking bender. Paul asks if he loves the girl, and Tip guesses he does.
Noel calls Paul from the lake house and tells him that she is having a party with some friends there, and that one guy keeps hitting on her. She has gotten a rather radically short haircut.
After she returns, Paul is astonished at Noel's haircut, but likes it. He tells Noel that he wants to take her someplace special, but she wants to tell him something first.
What happens after that is devastating.