13 year old Sullivan Brewster's wavering self-esteem is as plain as the nose on his face. This is kind of a problem given that his nose is not where it should be at all. In fact, when Sully looks in the mirror on his first day of grade 9, his nose isn't the only thing that's out of place. With his eyes now clinging to either side of his chin, his lips on his forehead, and one of his ears squatting in the middle of his face, he looks like a frightened Picasso or deranged Mr. Potato Head. While no one (except a crazy bag lady) can see what's happened to him, within the first week of school alone Sully encounters an old man who appears to be channeling Sully's destiny through the McDonald's figurines he displays on his fence post, and then learns he has to do an oral presentation on an embarrassing topic in front of his Sex Ed class. Worse, Sully falls under the scrutiny of school thug, Tank, who is about to choose a victim for his ritual Naked Niner hazing. Determined to fly under Tank's radar, Sully goes out of his way to avoid his supportive, but odd ball friends: intelligent, flamboyant and outspoken Blossom who tattoos vivid gardens all over her face and is obsessed with The Lady of Shalott, and relaxed and self-aware Morty who dresses all in black and insists on being called Morsixx. Preoccupied as he is with self-preservation, Sully fails to see that one of his friends is in far more serious trouble than he is, and must ultimately choose between his own self-esteem and his friend's life.