I actually thought in many ways this movie was even more entertaining than the first. Kathryn is still the rich and powerful daughter who enjoys manipulating others. Sebastian is not as manipulative as in the first film but still wants to "conquer" a new girl, not named Annette like in the first film but this time Danielle. Cecile's character from the first film is played by the character Cherie and she is still the ditsy twit that everyone loves to make fun of. The film lacks Ronald's character but thats only because the TV series had not covered him enough to allow him to be in this edited movie.

In the film Kathryn teaches Cherie about sex by having her grind the saddle of a horse instead of kissing her like in the first movie. This horse scene is supposedly the reason the Manchester Prep series was cancelled before it aired. If you see it you will understand this reasoning. It was quite intense with closeups of Kathryn screaming "Faster, Faster" and Cherie exclaiming after she falls from her horse that "Posting is fun." For the editing of the tv series into a movie a lesbian shower scene was added to spruce things up also.

Sebastian at the beginning of the film serves more as a moral character than a smooth operating seducter. When he catches his father in an affair with Lily, a ditsy girl he comforts her rather than conquering her. Kathryn even helps Sebastian's dad to remove the handcuffs and have the perfect evening with her mom. So Kathryn is not quite as mean in this movie as the first on some levels but she did treat her servants horribly. At the films end Sebastian realizes that the innocent girl he was trying to seduce, Cherie was in fact a pawn of Kathryn. He joins them and they then plan to have some fun with Cherie.

The final scene of the movie involves a mindless Cherie riding her bike on the street. Kathryn's limo driver honks his horn, causing Cherie to fall from her bike. He then frisks her up while asking "Are you ok." Next Cherie hops in the car with Sebastian and the driver tosses her bike off the road while some of the corniest music ever plays. A vindictive looking Kathryn and Danielle sit in the front of the car looking on as if admiring their handiwork. This was truly funny.