Ally, Jane and Lulu are the best of friends and are navigating their way through the craziness of fifth grade. Most people have friends that they can lean on for support and look to in the darkest moments. Most people, that is, except Billy. Billy is alone in the world and has no friends. He bullies kids and shuts people out of his life. Ally and her friends stumble upon this boy and try to learn why he is like this. But will this quest jeopardize their friendship or will they expose Billy's true heart?