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Seventeen-year-old Carol Peck feels overshadowed by her sophisticated beauty queen sister Elaine and her vivacious younger sister Pooky. On the day that Carol, her father Harry, her mother Virginia and Elaine's steady beau, Jim Barker, attend the County Fair to watch Elaine compete for the title of Miss Dorsey County, a carload of boys from the nearby prep school come to the contest to ogle Elaine. As the contestants parade across the stage, one of the students, Russ Lippincott, the spoiled heir to an ironworks fortune, boasts that he will escort the winner to his fraternity prom. After Elaine is proclaimed Miss Dorsey County, Russ asks her to dance, but she turns him down. Later, when Elaine tells Jim that Russ also invited her to his prom, Jim, an unassuming young man who works as clerk at a shoe store, warns her to stay away from fraternity boys. Once Elaine rejects his invitation to the prom, Russ, hoping to make her jealous, asks Carol for a date. Russ takes Carol to a soda fountain then proceeds to quiz her about Elaine. The morning after, as Carol is telling her mother that she felt awkward with Russ, a bouquet of roses arrives from him. When Russ invites Carol to go dancing, Elaine, who has grown bored with the prosaic Jim, suggests they double date. While Russ dances with Elaine, Carol and Jim commiserate. When Russ asks Elaine to meet him later that night, she sneaks out of the house after the family has gone to bed. Russ then steps from the shadows and tells Elaine that the only reason he was dating her sister was to be close to her. Elaine agrees to break up with Jim as soon as she returns from the Miss Indiana contest in Indianapolis and insists that Russ tell Carol the truth before she returns. After Elaine leaves for Indianapolis, Russ takes Carol for a ride in the country where he intends to break the bad news to her. At the lake, the sensitive, intelligent Carol confides to Russ that she feels like the "ugly duckling" of the family, but that dating him has given her confidence and boosted her self esteem. When Carol tells Russ that he tries too hard to live up to other people's expectations of how he should behave, he realizes that she is right and kisses her. The two then go wading in the lake, and later, after Russ returns to the fraternity house, his roommate finds Carol's stocking in his pocket and jumps to the conclusion that Russ made love to Carol. Soon after, the Peck family and Jim drive to Indianapolis to watch Elaine compete. After Elaine is named Miss Indianapolis, Jim drives her home. When he reaches the Peck house, Jim sullenly drops Elaine off, then tells Carol that her sister jilted him for Russ. In disbelief, Carol questions Elaine about her relationship with Russ, and Elaine confirms that she broke up with Jim to be with Russ. An overwrought Carol then goes the fraternity house to confront Russ, and when she sees her stocking draped over his bedroom mirror, feels betrayed and runs out. Later, when her father implies that Russ only dated her for sex, Carol decides to get even with all of them by lying that she is pregnant. Her father, outraged by the news, goes to see Mr. Tilling, the head of the prep school, to demand an explanation. Tilling then calls Russ into his office, and although Russ denies Carol's claim, Tilling suspends him and warns that he could go to jail for corrupting a minor. As Carol sulks in her room, Elaine enters and admits that her beauty pales next to Carol's intelligence. Later, having been summoned by Tilling, Russ's father arrives on campus and cynically comments to his son that his innocence or guilt is irrelevant because all that matters is keeping the scandal out of court. Angered by his father's callous insensitivity, Russ accuses him of having no morals. Russ and his father then visit the Peck home where they discover that Carol has run away. Russ drives to the lake looking for Carol, and when he finds her there, she cries in his arms and admits that she lied about the pregnancy to hurt him and her family. Russ then drives Carol home. While her relieved parents give Carol a hug, Russ shakes hands with his father. Elaine then announces her engagement to Jim, and Russ asks Carol to be his prom date.