Billy Dever, an enthusiastic dreamer who is looking beyond his mundane high-school existence to the wonders of science and life beyond our planet. Although he may be looking to the skies, he'll have to deal with local goon Brandon Bishop, captain of the boys' basketball team, and conspiracy-obsessed Principal Spooky Thompson, here on Earth. Luckily, he'll have his buddies to help him: the skirt-chasing Eddie Cassavette and the quirky, lovable Russian, Spuds. But perhaps he'll face his greatest challenge yet when he catches the eye of school beauty and the dace committee member, Cara-Ann As the days go on, Billy becomes more involved with his high-school science teacher, Professor Vadin, who encourages Billy's love of science and leads him closer to the truth behind the strange things occurring at school. This leads to a thrilling climax at the Sadie Hawkins Day Dance, in which the students must fend for their lives against an alien invasion of the school.