After meeting at a Zeta Chi (ZX) fraternity party, Paxton and a Fulton undergrad, Tobey Clinton (Yvette Mimieux), begin dating.

The young artist, Eulice (Judy Pace), another Fulton student, entreats Paxton to let her paint him naked.

While racing over to Eulice's residence Paxton trips and happens upon Jan (Maggie Thrett), a young hippie who is making a flower-collage in the woods.

Paxton aggressively attacks her, and then stops and feigns to be homosexual who was abused by a junior high school coach.

While at a movie which Paxton is watching with Tobey, he is almost discovered by both Eulice and Jan, who spot him from the front; he barely escapes detection.

Paxton returns to the Zeta Chi house and walks into a party where brothers are taking advantage of a drunken female student.

Paxton, filled with his new-found conscience, rents an apartment for himself and Tobey and goes to her dorm building to surprise her with his new level of commitment.

A nosy dorm mate of Tobey's notices the actions of Paxton's captors and reports them to the assistant dean of Fulton.

Meanwhile, Paxton is being worn to physical extremes from a combination of nearly two weeks of malnutrition and being unable to resist the relentless advances of Tobey, Eulice, and Jan.

Although unable to officially condone the actions of the young women, the dean offers a chance for Tobey to carry out Paxton's "punishment" while turning a blind eye.

Meanwhile, Paxton has vivid hallucinations where he accuses his three captors and fantasizes that they are unanimously hated by all of Fulton College while he is shown love and comfort.

Failing to make Paxton explain his actions, Tobey finally consents to release him from the attic, and disoriented, he stumbles into an unsuspecting female dorm.

With the help of Eulice, Paxton is then able to chase down Tobey before she leaves town on a bus, and reconciles with her after a desperate display of love.

[3] The film began as a screenplay by Stephen Yafa called Paxton Quigley's Had the Course which won a Writers Guild of America award for best student script in 1964.

[4] Yafa said he wrote it "out of venomous contempt for all the claptrap I'd ever seen that presumed to examine the sex life of young Americans and only succeeded in vilifying our lower regions."

Their review claims the film was harmed by amateurish acting, "littered with padding optical effects, hampered by uneven dramatic concept, and redundant in its too-delicious sex teasing.

It's a fantasizing projection of dearly held contemporary myths about romance, sex, humour, ethics, aesthetics, art and movies.