Max and Missy have been best friends for as long as they can remember, and now Max is falling in love with her. But strange things start happening to him at school. He can see through walls, hear distant voices, and he suddenly has super-human strength! When students start mysteriously disappearing after school Max and his friends stumble upon a sinister plot by his teachers to take over the world. And when they kidnap Missy, Max must put his new found superpowers to the to save the girl he loves.