HOLLY the head cheerleader with the movie star looks tries to get BRET, the son of the fabulous rich movie star, to take her to the prom.Bret knows it is not about him, but about his father's money and ignores her not so subtle advances.Because of Holy's promiscuous reputation, Bret's friends cook up a plan to teach her a lesson. They encourage Bret to ask MELONY , AKA SCARECROW, the underdeveloped, skinny, bullied girl to the prom.At first Bret objects but he gives in in ordered to teach Holly a lesson.At the prom Holly humiliates Melony so fiercely that Bret and Melony leave, despite his best friends, VICTOR and BROOKE (who are going together) trying to protect Melony.To console Melony Bret takes her to the fancy country club his family belongs to.At the club Bret introduces Melony to his stepmother Hailey, also a movie star. Despite the fact that she is not much older than Bret, Hailey has raised him since he was nine and has become his real mom.Hailey takes an immediate liking to Melony, and does everything in her power to help make the situation right , filling the gap Melony has after her own mom died of breast cancer.Hailey talks to Holly, explains how hurtful she's being to others and herself by using her body to try to find love, and offers to help her get into the movie business if she'll change her ways and apologize to Melony.Bret and Melony become more and more involved and the spark urns into a hot flame.