eenager Will Burton lives in his head, and his head is filled with music. When his mother, Karen Burton, gets a new job in New Jersey, Will starts his junior year at a new school only to find the old cliques still apply, but rock-n-roll rules the scene. Perpetually a misfit, Will strikes up a friendship with like-minded outsider Sa5m (the 5 is silent). They are both surprised when the school’s ``it`` girl, Charlotte recruits Will to help assemble a band to compete in ``Bandslam,`` a battle of the bands that is ``Texas High School Football BIG.`` Charlotte’s ex-boyfriend Ben Wheatly is poised to win with his band Glory Dogs - Springsteen wannabes down to their hats. For the first time in his life, Will finds he is uniquely suited to not only participate in something, but to truly make a difference.