Lloyd is an eleven-year-old class clown that manages to stay in trouble with teachers and other authoritative figures day-in and day-out. Dismissed and sent to a class for underachievers, Lloyd is suddenly surrounded with students that are just like him. Among them is a pretty girl named Tracy, whom he develops a huge crush on. But, winning Tracy's heart is not without competition as he encounters her handsome--and jealous--boyfriend. With some help from his mom (and a strange local magician played by Tom Arnold) Lloyd might just manage to win-over the girl of his dreams.