When personal and creative differences threaten to destroy a musical supergroup during the recording of an album, studio guitar player McQueen is brought in to smooth out the tracks. Soon he is reconsidering the direction of his life as he dreams of the elusive brass ring.

Cindy Cathcart is a student out of place at an exclusive Swiss finishing school, Von Pupsin Academy. A poor orphan, Cindy is attending on a scholarship, and is resented by her snobby peers as well as Fraulein Stinkenschmidt. She soon finds allies: her British roommate, an outgoing Texan, Lulu Belle, an Italian Mafiosi's daughter, Isabella, and most crucial, the school's headmistress, Countess Von Pupsin.

Andie is an outcast, hanging out either with her older boss, who owns the record store where she works, or her quirky high school classmate Duckie, who has a crush on her. When one of the rich and popular kids at school, Blane, asks Andie out, it seems too good to be true. As Andie starts falling for Blane, she begins to realize that dating someone from a different social sphere is not easy.