When it comes to grades, bookish high school student Kumakura Mariko is at the top of her class. Socially, however, she is shy and lonely, typically eating lunch by herself. Enter the charismatic and beautiful Ohashi Akko, whose goal is to befriend Mariko and 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 and Akko, or will it turn into something else?