Three awkward, adolescent losers are kicked out of their respective friend groups and team up to survive the harsh, dramatic world of middle school in the new millennium.

So many sleepovers happening in one night. Porn and Pokemon at the boys sleepover, talking about guys and gossip at the girl's and Jake, Ally and Max are not invited to either.

The 7th grade must compete in the science fair to keep their "babies," made out of flour sacks, "alive" for a full week. Jake and Ally are paired up and cannot agree on anything. Max gets paired with the emo-kid, Michael, and has a spectacular week that makes him question his sexuality.

Ally gets her first period and gets to stay home from school. Jake, jumping on the "no school" bandwagon does everything he can to convince his mom he has his period too. All the while, Max is trapped at the school, alone, when the school is closed down for reasons unknown to him.

With Jonah Feldman mysteriously absent from school, Jake, Ally and Max (now known as JallyMax) are unofficially elected as the new school losers. In an "Ocean's Eleven" homage, JallyMax team up with Gunther to create the rumor of all rumors to bring the T's to their knees.

After the whole school finds out about JallyMax's sleep over, the three are forced to discuss their feelings for each other during the most romantic night of the school year: the middle school dance.