Kiernan Connor and his friends, Laura, Cody, Jill, Wyatt work under the rule of Geraldine Lipsitz, a demanding, micromanaging woman, more concerned with her numbers, than her employee's welfare. With the four's graduation soon approaching (sans Wyatt who already graduated) Kiernan, currently failing English, seems determined to fail until his teacher, seeing Kiernan's interest in the novel their reading, The Diary of Anne Frank, offers him some extra credit; to stand up to Geraldine, and show who's really the dictator. After a rough day work leaves Kiernan at his wits end, he decides to confront Geraldine. His attempts at mimicking Hitler fail as Geraldine refuses Kiernan's recommendation for college, and decides to have a one-on-one chat with her close friend, the principal of his school. As Kiernan, sighs defeat, Lloyd attempts to save Kiernan, by convincing Sandy, the principal, to ignore it. However, his plan backfires, as Sandy tells Geraldine that she'll help her out, if she shows Kiernan what it means to be in charge. Geraldine reluctantly agrees and begins training Kiernan like a new recruit, instructing him on how to handle crazy customers with unreasonable demands. All seems to be going well until Wyatt decides that Geraldine intends to hire him, as a result of pressure put on her by the mall's snooty and stuck leasing manager, Gregory Hill. Kiernan leaves furious, with Laura and Wyatt (the two other causalities) where Laura hatches a plan to get back at Geraldine, and hopefully get Sandy's attention. The following day, Laura, Jill, Wyatt, Cody, and Kiernan with the help of their classmates and two goth chicks, manage to put their plan into motion and confront Geraldine outside her store. There, Kiernan exposes Geraldine for her actions, and publicly humiliates witch wins the respect of both the citizens of L.A., Kiernan's mother, English Teacher, and Sandy. Kiernan manages to pass the class, and after, pulling one more favor for Geraldine, earns her recommendation. Everyone celebrates at the end with a performance from the school's musician's teacher who's revealed to be a member of a world-famous punk-rock band.