Tiffany (Brianne Howey) moves to a new home from the bush country of Spain. She goes to a new school where she meets Brie, Tonika, and Afsheen. Her new friends warn her to stay away from the A-list, popular, crude, and beautiful clique headed by Marcie with Jane and Tracey. When Tiffany sees Alex, she falls in love. When Marcie discovers this, she seeks revenge by taking and dangling Alex in front of Tiffany. Now Tiffany, Brie, and Afsheen plot to bring Marcie's status down. However, as Tiffany continues to spend more time with the Shades, she begins to become one of them.

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