Karli Richards is the most beautiful girl at Lakewood High. She doesn't hang out with the popular girls since she sees them all as plastic, but her beauty draws every guy in school to her even if they are all immediately rejected. Adam Rivers is the new kid at Lakewood. He's full of bitterness and depression and everyone knows it. They just don't care. When tragic circumstances lead him to Karli, she sets her mind to teaching him to be happy again.