Virginia Radcliff, a remarkably unspoiled but naive rich-kid, finds herself at a swank girls' school where everything appears prim and proper, but the motto is essentially "Don't Get Caught." On a surreptitious field trip to the city (engineered by "Pony"), Virginia meets Ralph, a struggling lower/middle-class med student who delivers room service at a hotel at night. They fall in love, much to the outrage of the school's headmistress (Beulah Bondi) and the embarrassment of her otherwise indifferent mother.