Rachel Brown is a typical 14 year old girl. She's not popular, but is not a loser. Until she meets Melanie, the leader of "The Pretty People." Melanie is really nice to Rachel, but her friend Kelly feels ignored. Their friendship is put to the test when Rachel starts spending more time with Melanie and her friends. It doesn't end there; Rachel spends spring break with them and goes on a trip where she meets Justin and his jealous ex, Jessica, sending her spinning on a rollercoaster of love.