Twelve-year-olds Kate and Marylin, friends since preschool, draw further apart as Marylin becomes involved in student government and cheerleading, while Kate wants to play guitar and write songs, and both develop unlikely friendships with other girls and boys.

Best friends Marylin and Kate compete for limited school resources when Kate helps her boyfriend seek funding for the Audio Lab, while Marylin covers her interest in the student body president by claiming she only wants his support for new cheerleading uniforms.