Alfie and Dylan are best friends and the sole members of the Cloudwatch Club,watching cloud formations from their roof-top hut. However when they start secondary school Alfie shocks Dylan by adopting a supposedly cool attitude and hanging out with the Wallee gang. Alfie tries to join in but his efforts only end in his getting detention so he joins the Bookbods,who spend their time reading in the library. The two groups do not see eye to eye and the boys prepare for an after school showdown. But suddenly something attracts their attention which makes them recall the basis of their original friendship and provides reconciliation.