Puberty has been good to 14-year old Olivia, who recently out-blossomed her best friend Ann over the summer. When the two girls transfer to an elite private school, Olivia is immediately embraced by the popular girls and coveted by the boys. Feeling betrayed, Ann watches from the social sidelines as Olivia effortlessly wields a newfound power over their classmates. Their friendship finally unravels over an uninvited encounter between Olivia and the brother of the most popular girl in their clique.