When it comes to grades bookish high school student Mariko Kumakura is at the top of her class. Socially however she is shy & lonely typically eating lunch by herself. Enter the charismatic & beautiful Akko Oohashi whose goal is to befriend Mariko & burst her out of her introverted shell. In the process of transforming Plain Jane Mariko into one of the cutest most popular girls in school deep feelings begin to emerge that suggest something deeper than friendship. Will these feelings destroy the budding relationship between Mariko & Akko or will it turn into something else?