Kiritani Shuji is just about the most popular guy around: he's hip, he's stylish, he has tons of friends, and he has a girlfriend who is the envy of the whole high school; nevertheless, Shuji finds himself wondering who his "real" friends are. A perpetually depressed girl named Kotani Nobuko soon transfers in and Shuji takes it upon himself to "produce" Nobuko into the most popular girl at school, and meanwhile learns the value of friendship.