William (Diaz) and George (Bailey) have been best friends since grade school. William is almost a college graduate while George has maintained a luxurious life, living off family money. Together they have seen each other through good times and bad. All the while playing their favorite movie trivia game known as B-O-M-B. One day the two friends meet up at the mall, at William's request, to catch a movie and complete an unfinished round of B-O-M-B left standing for weeks. However, William has some big news for George as he has decided to ask his girlfriend to marry him. The two long-time friends must face the facts that they are getting older, and realize it may be time to grow up.