When his father walks out on his mother and himself, bespectacled, nerdy Will McKenzie is forced to leave his private school and enrol at the local comprehensive, where his accent and appearance make him an easy target for the school psycho. Seeking to make friends with 'normal' boys he pals up with Jay, Neil and Simon, but none of them are exactly winners, as is evidenced when they try to buy alcohol in a pub

Will is asked to co-ordinate the school's Duke of Edinburgh award scheme, and immediately turns the situation to his advantage, using it as an opportunity to volunteer at an old peoples home to try and snare his former babysitter. The other boys help out, except for Simon who has problems of his own.