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Unrequited love has a lasting effect on three schoolgirls as they navigate life in an all-girls school. Arriving at her boarding school, newcomer Mary Bedford (Mischa Barton) soon becomes friends with roommates, poetry-reading Paulie (Piper Perabo) and over-achieving Tori (Jessica Pare). It doesn't take long for Mary to realise the two have embarked on a sexual relationship, something that the rest of the college are also quick to pick up on. When Tori's sister threatens to tell her parents about the situation, Tori quickly ends the affair by taking up with a student at a nearby boys' college, leaving Paulie distraught and willing to try any means, however desperate, to win her girlfriend back.