When her dad is transferred, Rachel Wood is uprooted from her home in Pennsylvania and forced to enter a new high school in 10th grade, in an affluent suburb in Westchester, New York. She finds herself in way over her head as she struggles to come to grips with meeting new friends, finding a boyfriend, avoiding the cliques of mean girls, and figuring out how to survive in such a hostile, new world. She has trouble navigating this new world, where drinking and drugs seem to be the norm and social pressures build on her from every direction.

Everything seems to go wrong for Rachel, until salvation comes in the form of Rob, a football player, who takes a liking to her. But just as romance is about to blossom, she finds herself confused by his actions.

As things reach a low point, Rachel meets a mysterious boy from her school, Benji, a loner who keeps apart from the other kids and who takes her on a ride on his motorcycle. They have an unforgettable night together in an amusement park - until something goes horribly wrong, and Benji shocks her by saving her life.

Rachel knows that Benji is different from everyone else, and she knows that he is the love of her life. And as their romance deepens, she has to decide if she is willing to give up everything to find out his secret....