Keith is a warm hearted teenager from the wrong side of town. His best friend is a tomboy named Watts who is secretly in love with him. Keith is smitten with Amanda Jones,The prettiest most popular girl in school who is also from the wrong side of town. Amanda dates Hardy Jenns, a popular rich guy. Keith asks Amanda out the night she dumps Hardy for cheating on her. Amanda agrees to go out with Keith, but is then told if she goes out with him she will no longer be popular or have friends. Hardy invites Keith and Amanda to a party at his house on the night they are supposed to have their date. Meanwhile Hardy is planning to beat Keith up at the party and make Amanda beg to be his girlfriend again.