Katherine had planned to get some sleep on her much anticipated redeye flight from New York to Los Angeles, but the seat next to her is occupied by a nervous teen that is not an experience flyer and pleads with Katherine to hold her hand to ease her nerves. Then things really turn bizarre. and Katherine is now a member of the mile high club.

Still reeling from her experience with the teen in the bathroom, Katherine gets hit on by Peggy, an mature but amorous passenger as she exits the plane, and is invited to dinner. On a whim Katherine accepts, but before they have finished their entrees Peggy confesses that she is living with someone, but she away on an oceanic research excursion in the South Pacific.

Peggy goes on to tell Katherine that her lover, Amanda is a marine biologist is traveling aboard a chartered cruise ship, for six months. The long dry spell for Peggy has been the catalyst of her one night stand with Katherine. Because she reasons: a girl has needs after all.

While Peggy and Katherine are back at Peggy's place getting more acquainted, somewhere in the South Pacific , Amanda, is hooking up with Amber, a member of the ship's staff. To Amanda it’s because after a certain amount of time a girl has needs. Or so she reasons.

After spending the weekend with Peggy, Katherine escapes the wacky world of the West Coast and its Innocent Infidelity mentality and looks for the normal debauchery of New York.