Lillie Milton had never really fit into any school her rich and famous parents had sent her to. They were either too posh, too strict or too . . . well, too militaristic. When she is expelled from the best school in England for 'troubled kids' - her 8th school in 10 years, her parents decide to send her to Optimus Schola, a school that had a great program for students who excelled musically, just like Lillie. Finally finding a place where she belonged, Lillie fits in with a close-knit group of friends, who, like her, are musically inclined. When a competition for aspiring bands is announced, Lillie forms a band with the rest of the girls in the group and they go up against the boys, aka, Midnight Mayhem. The battle is on!