Living in Salt Lake City in the mid 1960s, three naive parochial school friends are swept up by Beatle-mania and the British Invasion. Obsessed with music, their band, their original songs, and equipment they can ill afford, the former altar boys also become infatuated with Mormon girls, much to the mortification of their priests and fanatically Catholic parents. Despite being continually swindled by a psychopathic music store salesman, they relentlessly pursue their dreams. Thanks to a beatnik poet with a shady past and a talented orphan who manages the band, their destiny is changed forever.