At John Hughes High School, the social hierarchy is as predictable and divided as any other American teenage environment. Here, popular jocks and beautiful cheerleaders rule, while the less attractive and socially awkward languish at the bottom of the pecking order. In this setting, Jake Wyler, the school's football hero, makes a bet with his friends that he can transform any girl into the prom queen. He chooses Janey Briggs, a girl who embodies the typical "not-noticeable" in high school: she's an art student with glasses, a ponytail, and paint-splattered overalls, completely invisible to the popular crowd.

The transformation begins and Janey undergoes a dramatic makeover, slowly climbing the social ladder under Jake's guidance. As Janey becomes more popular, she starts seeing the high school world from a different perspective, questioning the very fabric of their social standings. Meanwhile, Jake begins to question his own motives and realizes he's starting to fall for Janey for who she really is, not just as a part of a bet. But as the layers of high school's shallow and cruel nature are peeled back, both Janey and Jake must confront whether their relationship is genuine or just another facet of high school’s manipulative social games.