High school's hard enough as it is without falling in love with your best friend - who's sweet on the most popular guy in school. Or feeling like your parents would throw you out if they knew you were gay. Or being afraid of who you are... Meet three friends - the popular, good-looking Jock Jason Carrillo with a beautiful girlfriend but still unsatisfied; the friendly, easygoing, intellectual but confused Kyle Meeks; and the independent, opinionated, defiant joker Nelson Glassman hopelessly in love. Follow them through their second semester in Rainbow High.