Sixth graders Max and Brett are starting middle school with great expectations. They're lucky enough to be in the same homeroom with their teacher, Mrs. Dempsey. The boys quickly become the "teacher's pets" while pulling typical teen pranks in the classroom and on field trips. They seem to be able to get away with quite a bit, even when they step over the line. While Mrs. Dempsey appreciates their intelligence, humor, and compelling personalities, the school year quickly becomes a nightmare for them. Mrs. Dempsey is being watched by someone who will ultimately place them all in inexplicable danger. Max and Brett must rely on their quick thinking and ingenious ideas, all while hoping to stay alive.