Kiritani Shuji is the popular guy who gets along with everyone, from the jerks to the nerds to the just plain weird. The one person Shuji cannot stand is Kusano Akira. To Shuji, Akira is just plain annoying. He laughs, talks and acts funny. Things heat up when a new student comes to school. Her name is Kotani Nobuko, a girl who has no self confidence at all and is content at being made fun of and bullied in school. Shuji and Akira come to an accord that in order to make use of their "youth" they will "produce" Nobuko as the next popular girl. One of the conditions, however, is that nobody should find out that they are working together as a team to make this concept possible. Unveiled here is the story of true friendship between three unlikely candidates who would not have been friends if not given the special circumstances.