School friends Lily (Fanning) and Gerri (Olsen) spend their last summer in New York together. On Brighton Beach, they run into David (Holbrook), an attractive guy selling ice cream. After an awkward conversation, they move away, and David takes a picture of Lily from the back. After coming back home, Lily sees her father kissing another woman in the office. Upset by this, she takes comfort in spending the evening with Gerri's family, who are loud and open in contrast to Lily's. The girls are uncomfortable to be 'the last ones' and vow to lose their virginity before leaving for college.