The film tells the story of two young men, Woodrow and Aiden, who migrate to Los Angeles from Wisconsin. They both live in tiny, sordid dwellings in the suburb of L.A. called Bellflower, and spend their days constructing various weapons and testing them out in empty lots. They are drinking in a bar that hosts live acts, and when Woodrow volunteers to enter a cricket eating contest, he meets Milly, who beats him in the contest by eating more crickets. They are attracted to each other and at the end of the night they exchange phone numbers, while Aiden is talking to Milly's friend, Courtney.
The next day Woodrow and Milly decide that for their date they'll drive to Texas to eat at the scariest place Woodrow can think of, which Milly dares him to do. They drive Woodrow's old Volvo 262 coupé named "Speed Biscuit," which has a built in Whiskey tap system, to Texas where Woodrow gets in a fight with a local who disrespects Milly and is made sick by the day-old meatloaf. On their way back they trade the Volvo for a home-made motorcycle. Returning to California, they begin dating each other, despite Milly's ambiguously hostile roommate Mike.