Shuji Kiritani is one of the most popular guys in his school. He is pretending to care for all of his classmates,but deep down, is quiet and doesn't open up to others.But for some reason,when his eccentric classmate Akira Kusano is around, he can show his true self. One day, a new girl from another school comes to Shuji's classroom. Her name is Nobuko Kotani. From her gloomy looks, she begins to get harassed by the class bullies in no time.The harassment was devastating. Hearing about this, Akira comes up with the idea to makeover Nobuko from her looks to her personality, so that she'd become one of the most popular girls in their school.That way, there's no way the bullies can harass her.And so Shuji and Akira's greatmake-over begins. A Cinderella story which portrays the social life of Japanese teenagers. Can this gloomy girl really become popular in her school?