Queen Bee, Shannon Van De Witt, sits with her friends Steffi and Tina watching an MTV biography special about pop-band impresario Simon Austin. (LARGER THAN LIFE/WANNABE/STEP BY STEP). Shannon has heard that as part of his community service Simon Austin will be a surprise judge at the annual State talent show. Shannon rallies the girls into line as an exciting girl band ready to claim the grand prize (WATERFALLS). The girls are fantastic dancers but are stone cold tone deaf. They decide to hold auditions for a lead singer and make pact to let nothing stand in their way until they win... including their own boyfriends.
The school yard is abuzz with early morning activity (YOU GOT THE MUSIC IN YOU). King of the school, Mark, can’t figure out why no one will talk to him at assembly. Eventually Shane, Vinnie and Patrick Van De Witt, Shannon’s twin brother and Mark’s best friend, find Mark and reveal that Shannon has broken up with him for her chance at stardom. Mark stops the assembly in its tracks and sings of his feelings for Shannon (ALWAYS). Shannon tells Mark that it’s over. He runs off, his heart broken.
Mark and the boys are rehearsing their garage band (SELF ESTEEM/YOU OUTTA KNOW). Mark is a wreck about suddenly finding himself discarded and public enemy number one. He hatches a plan to transform their garage band into a boy band and snatch the talent show title from Shannon’s grasp earning themselves fame and girls in the process (MOVING ON UP). The one snag is that they cannot dance. Shane leads the boys to Billy Ray’s Diner (ACHY BREAKY HEART) to see hostesses, Carrie and new girl Ella, perform whilst they serve diner patrons (CAN’T FIGHT THE MOONLIGHT). Mark is immediately taken with Ella and asks her if she’ll help the boys with their moves. He swears the other boys to secrecy about Simon Austin for fear of Ella winning the trophy herself (ACHY BREAKY HEART REPRISE).
The girl band auditions are underway (MY HEART WILL GO ON/BABY GOT BACK). School geek, Charlie, enters late and belts out a number (HERO) securing her place as the lead vocalist in the “Candy Girls”. The boys, meanwhile, are working with their new drill sergeant, Ella, on their qualifying routine (I’M TOO SEXY). During a break in proceedings Ella has a chance to talk to Mark about her own dreams of making it big and the importance of being a better person (YOU GOTTA BE).
The boys and girls prepare, along with the rest of the town, for Heat One of The Next Gen Talent Show (ALL STAR/IT’S ALRIGHT). Shannon asks Mark to not make a fool of himself in front of everyone and not compete. Mark tells her that he’s doing it anyway (BYE BYE BYE) and the boys win the first Heat. Mark and the boys celebrate their victory (WHO LET THE DOGS OUT/LET’S GET LOUD). This culminates in Ella telling Mark that she likes him. They kiss.
Having seen how good the boys are Shannon puts the girls through their paces (STOP). Unhappy with Charlie’s abilities Shannon fires her (MOVING ON UP REPRISE) saying she has an even better plan for victory. Mark asks the boys for advice about how to tell Ella that he’s been concealing Simon Austin’s arrival from her. Vinnie tells him not to worry and shares with him an old trick for success with the ladies (END OF THE ROAD).
Shannon turns up at Ella’s door asking her to join the “Candy Girls”. Ella declines and Shannon asks her why she doesn’t want to be seen performing by Simon Austin? Ella is crushed that Mark hasn’t told her about a chance to be a star and joins with the girls to win Heat Two (BELIEVE). Mark tries to apologise to Ella (HIT ME BABY ONE MORE TIME). She asks him to leave her alone and never talk to her again.
Steffi and Tina find Charlie alone in the library and tell her that they miss her at rehearsals while Mark and Ella are caught in an emotional no man’s land (IRIS). The boys convince the shattered Mark to still take part in the Grand Finale of the talent show where Simon Austin finally makes his grand entrance (YOU CAN’T TOUCH THIS). Once there Mark overhears Shannon’s plan to sabotage the competition by replacing Ella with Charlie in the “Candy Girls”. Mark rescues Ella by offering for her to take his place in the boy band (YOU GOTTA BE REPRISE). The group decides that Mark should be up there too and they write a new song to perform with moments to spare. The “Candy Girls” take to the stage (GENIE IN A BOTTLE) followed by Mark, Ella and the rest of their “Y2K” pop group (EVERYBODY-BACKSTREET’S BACK ALRIGHT).
Simon Austin announces that the winner of the talent show and a recording contract with his own label is... neither the boy band nor the girl band... but the highly talented Amber Shue on violin. The boys are devastated but Mark and Ella reassure them that there is more to life than stardom. They’ll always have each other (MMM BOP).