When it comes to grades, bookish high school student Kumakura Mariko is at the top of her class -- but socially, she's at the bottom. Shy and introverted, she usually eats her lunch alone. Enter the charismatic and gorgeous Ohashi Akko, whose goal is to become Mariko's new BFF and burst her out of her timid shell. In the process of transforming "Plain Jane" Mariko into one of the cutest, most popular girls in school, deep feelings begin to merge that suggest something more than friendship. Will these feelings destroy the budding relationship between Mariko and Akko, or will it blossom into something else?