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Will Burton (Gaelan Connell) is used to being bullied or completely ignored by his schoolmates. So when cool and popular former cheerleader Charlotte Banks (Aly Michalka) starts inviting him to hang out with her, the teenager is stunned — as is his single mother Karen (Lisa Kudrow). Impressed by his eclectic knowledge of music, Charlotte, a gifted singer-songwriter, asks Will to manage her rock/ska band. Her goal is to take revenge on her egocentric musician ex-boyfriend Ben Wheatley (Scott Porter) at a regional battle of the bands.

Unsure of what he's getting himself into, Will agrees to help Charlotte's band, including Bug (Charlie Saxton) and Omar (Tim Jo), eventually expanding it with a crew of like-minded outcasts. Against all odds, the group's sound starts to come together and their prospects for success look bright. Even more surprising, Will starts losing his "loser-status", up to the point there is a potential romance brewing with Sa5m (Vanessa Hudgens), a classmate with untapped musical talents.