Shuji Kiritani (Kazuya Kamenashi) 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 (Tomohisa Yamashita) 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 (Maki Horikita). Nobuko=Nobuta. From her gloomy looks, she begins to get harassed by the class bullies in no time. The harassment was devastating. Her lunch gets ruined, she gets a vase of flowers on her desk meaning she had died, and she even gets water splashed while she is in the toilet booth. After knowing that the bullying is by Bando (Fumiko Mizuta), Shuji and Akira advise Nobuko to try to harmonize with others. But Nobuko tells them that she has tried to do so in the past, but every time it turns out miserable. Shuji tells Nobuko to have a more positive attitude, and he protects Nobuko from the harassment. However, he feels that the bullying won't stop that easily.

Hearing about this, Akira comes up with the idea to make over 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 great make-over begins... A Cinderella story which portrays the social life of Japanese teenagers. Can this gloomy girl really become popular in her school?