Aaron (Kyle Gallner), is a college freshman more interested in art than engineering, but is majoring in engineering because his mom (Stephanie Venditto) insists. He falls in love with Linda (Laura Allen), a classmate, a much older woman with a teenage daughter and a boyfriend (Esai Morales), who she is not very interested in. While Linda is more interested in a friendship than a relationship, Beth (Britt Robertson), the 14 year old daughter, develops feelings for Aaron and confesses her unrequited love. Darcy (Zosia Mamet), a woman who lives down the hall, also has some interest in Aaron, but that friendship is equally rocky. Aaron (D.C. Pierson) his unlikable roommate is no help.