Abandoned by his parents, Terri is left with his ailing Uncle James, who needs the boy's help more than Terri needs his. Sensitive, overweight and awkward, Terri is painfully aware that his circumstances put him irredeemably outside the inner circle of high school life. He would love to make friends and flirt with girls, but the confusion and conflicts of adolescence keep him trapped in his singular world. Resigned to his outsider status, Terri is surprised when his tough-talking high school vice principal, Mr. Fitzgerald, takes an interest in him. Under Mr. Fitzgerald's tutelage, Terri befriends a pair of fellow misfits, Chad an edgy loner whose rebellion masks his own insecurities, and Heather, a sexually precocious girl whose beauty proves to be a trap of its own. The three teenagers, so different on the surface, but all outcasts in the rigid high school hierarchy, find an unexpected, imperfect bond that reflects the tenuousness, of the adolescent experience.

Rated R by the Motion Picture Association of America for sexual content, language and some drug and alcohol use - all involving teens.