Three friends (Lucy, Kit and Mimi) get together and bury a box making a pact to open it at midnight at their high school graduation. By the time the girls get to high school, things change. One is Little Miss Perfect, one is an engaged prom queen, and the other is a pregnant outcast. The night of graduation, they open the box and start talking again. Mimi brings up the topic of going to Los Angeles for a record contract audition. They all decide to go together, Lucy to visit her mother (Kim Cattrall) in Arizona and Kit to visit her boyfriend named Dylan in Los Angeles, and they set out on the road with little money in a yellow 1969 Buick Skylark convertible with a guy named Ben. When one of them tells the other a rumor that he might be a homicidal maniac, they are all scared of him. Lucy meets her mother in Tuscon, but her mother is remarried, with two sons. She reveals to Lucy that she never wanted to have her. Lucy then rejoins the other girls and Ben and carries on to Los Angeles. When they arrive, Kit finds out that it was her boyfriend who raped Mimi and got her pregnant, and she punches him. Scared, Mimi falls down the stairs and loses her baby. Lucy and Ben fall in love, and against her father's wishes, she stays in Los Angeles and goes to the audition.