Carolyn Samuels is obsessed with the idea of being popular. She is convinced that the only thing keeping her from happiness is her too heavy for fashion body and not being a cheerleader. Hyperventilating when she gets nervous doesn’t help. When she is paired for a math project with the girl who tormented her in middle school, Jennifer Taylor, she is sure it is going to be another year of pain. With Carolyn’s crush on Jennifer’s hunky junior quarterback, Brad her freshman year in high school looks like a rerun of middle school. When Jennifer is the only student who knows why she fell in gym class, Carolyn is blackmailed into doing her math homework in return for Jennifer’s silence. Jennifer takes on Carolyn as a pity project since she can’t be seen with someone who dresses in jeans and sweatshirts. When Jennifer invites Carolyn to spend the night to make her over and teach her to tumble, Carolyn learns Jennifer’s secret and lies to her own friends to cover it up. Will Carolyn become a cheerleader and popular? Does she continue to keep Jennifer’s secret? Or will she be a target of this mean girl again?