The movie begins as students resume school after their spring break. Zack meets with his friends
Dean and Preston as other students. He sees Taylor, who gives him a cold reaction when
he reaches to kiss her, after which she breaks the news of their break up to him. She tells him
about her fascinating encounter with her new boyfriend in Florida and her new tattoo.
Meanwhile, Laney, a nerdy girl, is given a fair review by her teacher, Ms. Rousseau,
during her art class. After which Misty and Savannah taunt her about her painting telling
her to think about killing herself. The school DJ announces his condolences to Zack on his
breakup which gets him upset, and his friends urge him to do something to protect his legacy
as the class president. Zack gets even more upset as he sees Taylor and Brock making out;
he then decides to replace her. After a long argument with his friends about Taylor being
irreplaceable, Dean proposes a bet to Zack. He has to transform any girl hand-picked by
him to become the prom queen and replace Taylor within six weeks. As they search for a Target,
they see Laney who trips and spills her stuff over the place; Dean chooses her to
be Zack's bet. Zack refuses as he explains to them that he could deal with other girls
but not the quirky and inaccessible Laney. However, he goes to Laney to start a conversation,
but she ignores him and walks away with her brother, Simon, leaving Zack embarrassed.
Zack watches Brock on the Real world show he features in as he talks to his sister,
Mackenzie Siler, about Laney. Mackenzie then tells him to get to know Laney and not long after,
their parents arrive. Zack's dad asks him about his university applications and when he talks
about calling his alumni from his university, Zack stops. Turns Zack's received lots of
applications from different colleges including Dartmouth, his dad's previous university,
but he just isn't ready to make a decision. Zack pays a visit to Laney at her part-time
job where she asks him to stop stalking her. Zack uses art as an excuse to get to know her,
after which Jesse, Laney's friend, forfeits his art tickets for Zack. Laney gets upset with Jesse.
She then invites Zack after Jesse urges her to try thinking about why the hottest guy in school
would be stalking her. She also declines Zack's offer to go out for dinner. Later in the evening,
Zack attends the art performance at the jesters. After Laney's performance,
Zack is invited to give the audience a performance as a new member. A tense and confused Zack pulls
a little stunt with a ball at the theatre. Zack is thrilled at what he did at the theatre as he
talks to Laney about it on their way home. While they talk, Laney gets upset with him and walks
away when he talks about her eyes being beautiful when he asks her if she doesn't wear contacts.
On the other hand, Taylor and Brock aren't having such a glamorous time with their romance. Brock
now seems to care about his Real World show thing and Image other than his romance with Taylor.
The next day, Zack goes over to Laney's and invites her to the beach. She hesitates though
but joins him after he talks about staying over to play with Simon. While at the beach,
Zack's crew joins them, and he urges her to get used to them since they'll become
friends. While Laney gets along with Katie and Chandler; Preston invites her to join the boy's
playball after both girls had declined. Laney has fun with Zack's crew at the beach. Dean
then invites her to party with them at Preston's. However, Laney gives Zack excuses about having to
clean her home after the rest had left. While Laney talks to Jesse about the party
over the phone, Zack shows up with cleaners to help her out with the chores and his sister to
help her get dressed. Simon keeps Zack company, allowing the girl to cook up a new Laney. Zack and
Simon are dumbfounded by Laney's new look, Only that she trips and cuts their moment short.
Zack and Laney arrive at the party that never ends. Preston welcomes them while all eyes are
on Laney. Later on, Katie takes Laney to join the girls. Dean teases Zack about how he looked
at Laney, but he breaks to Dean that it's just a bet and nothing more. Not quite long,
Taylor and her boyfriend arrive at the party. Meanwhile, Laney goes to use the bathroom where
she sees Misty vomiting. She tries to help her out but Misty taunts instead; however,
Laney locks the door and gives her a taste of her own medicine. Meanwhile, Brock embarrasses Taylor
as he begins dancing and irritating everyone at the party. Misty gets her share of embarrassment
as she wakes around with a clown painting Laney had made on her face. Taylor embarrasses and
talks down on Laney at the party after which she runs away, and Zack goes after her. After
she tells Zack that she always hated associating with people like Taylor, Zack then tells her that
to open up she has to let in both the good and the bad, and they leave afterward.
The next day at school, Laney's nominated for prom queen, and she also gets herself a few supporters
while still clueless about everything. Katie and the girls congratulate Laney on her nomination,
but they are interrupted when Taylor pages them. Taylor shares her breakup news with her friends
as she cries her eyes out. While they console her, Chandler tells her that she's better off
without Brock. Taylor's surprised seeing the whole Laney for prom queen thing where
asks her friends about what she missed. Zack gets distracted during their soccer game and
his friends are surprised. He gets into a fight with Dean when talks about messing with Laney,
and Dean then tells him that he'll lose the contest. The students are all busy with the whole
prom thing as Jesse takes care of Laney's campaign while Taylor and her friends do theirs.
Zack goes over to Laney's and joins her as she paints for her project with a picture of her Mum.
They talk about her mum's death where Zack then tells her to quit shutting everyone out leading to
her asking about his university choice indecision. Zack then talks about how he feels his dad wants
to impose his dream on him by making him attend the same college he'd attended. As they talk,
Zack gets closer to kiss her but stops himself and rushes out as she asks if he isn't pranking her.
Zack starts having weird dreams about Laney. The election between the two prom queen nominees
is around the corner; meanwhile, a group of students raps a song, She's all that,
about it as they support Laney. Dean gets irritated by the scene and walks away.
At the school cafeteria, Laney seems worried as she asks Jesse if
she's kissable. While they talk, Simon goes around doing their job as he attends to people at the
cafeteria. He gets picked by two boys; and while one distracts Simon with a magazine, the other
plucks his pubic hair and puts it into Simon's pizza. Zack catches on to their game. He steps
in for Simon and makes them eat the pizza with the hair on it. He sees Laney who stares at him,
but he begins to avoid her which makes her even more worried. Zack now has feelings for Laney.
Meanwhile, Dean meets with Laney at her part-time job and asks her out for Prom.
When Laney declines, He then tells her that Zack doesn't really care about her and that
he still has a thing for Taylor. Zack's dad finds out about the
university application letters he hid and confronts him about it.
Zack then talks to his dad about how he doesn't want to live a future he imposes on him. However,
his Dad apologizes to him and lets him know that he's always had a wrong impression about him.
At school, Taylor approaches Zack to talk about their plans for prom. When Zack tells her off,
She then gestures to him letting him see Dean with Laney. Zack confronts Dean as he
gets pissed on hearing that he asked Laney out for prom. While they argue, Dean then brings
the betting issue up making Zack look like the bad guy. Laney's surprised to hear that she was
just a bet. She runs out after Taylor taunts her, and Dean goes after her as he laughs at Zack.
On prom night, Zack tries getting through to Laney as he explains that he'd made the bet before he
knew her, but Simon yells at him over the phone telling him to stop calling. Later on, Laney's Dad
goes downstairs to talk to Laney as she paints. He tells her to attend the prom and leave the
house responsibilities for him to handle. She tells him about not having a prom date, but her
dad informs her that she has a date waiting for her. As she leaves to see who's waiting,
her dad urges her to have fun for herself at the Prom. On getting to the living room, she sees Dean
all dressed up and waiting for her. She'd expected to see Zack though. However, she leaves with him,
and Zack leaves with his sister as she tells him not to worry that Laney will attend the prom.
Zack and Mackenzie arrive at the Prom where he sees Laney dancing with Dean. He tries approaching
Laney, but Taylor interrupts him, telling him to dance with her and that she's forgiven him.
She'd waited for Zack to pick her up for the prom but he never came. Everyone's grooving at
the party as the Campus DJ does his thing. Jesse and Mackenzie meet and introduce themselves as
the DJ plays their favorite song. Dean excuses Laney to use the bathroom where Jesse overhears
him talking about a bet he'd placed to sleep with Lane after the party. While Laney waits,
the art teacher approaches and congratulates her on having made the best painting in their project—
the painting of her mother. She also tells her not to let go of whoever was responsible
for opening her up, and she then stresses at Zack whose eyes were also on her.
Zack and Taylor are crowned the Prom queen and King, and Dean leaves with Laney. Zack has failed
the bet since Laney didn't win the Prom queen election. Meanwhile, Jesse informs Mackenzie about
Dean's plans, and they head to inform Zack about it. They interrupt Zack while giving his speech
and inform him about Dean's plans. He then hurries to save Laney leaving his prom behind. However,
Laney had defended herself by using a horn blast on his ear. On getting home,
Laney sees Zack who'd been waiting for her, and She tells him about Dean. The duo has a
heartfelt moment together as Zack apologizes to her while they dance. They also talk about their
college plans after which Laney kisses him. The movie ends on their graduation day as Zack
fulfills his losing term on the bet by going unclad to the ceremony. Dean on the
other hand has lost his hearing partially as a result of what Laney did to him.