Devon is an outsider at Eastern High, his only friend being Sterling, a member of the so-called "Richees." A clique of rich students in the school that only hang out with their own kind. When Devon works up the courage to ask out one of the "Richees," the smart and beautiful Portia and she actually says yes. It all seems too good to be true. But as the two of them start falling for one other, they begin to realize that they are from two entirely different worlds.