Lloyd is a sweet and funny 11 year old class clown who's always getting into trouble with his teachers. Mrs. Crub is the meanest teacher in school. When Lloyd tries to rescue one of his classmates from her cruelty, he is banished to a class for "less enthusiastic" students. There, Lloyd joins three other sub-par students: Troy, Carla, and Storm. Lloyd learns a lesson about love when pretty Tracey becomes the newest class member. For Lloyd it's love at first sight. Unfortunately for sweet Lloyd, he is no match for the handsome Storm, the junior high "rebel without a cause." But with help from his mom, his little brother, and a mysterious magician, Lloyd learns that confidence and self-esteem can still get him the pretty girl in the end.