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The movie begins where we see Lola Cep (Lindsay Lohan), whose real name is Mary but prefers to be called Lola, saying goodbye to her mother, Karen (Glenne Headly), and twin sisters who are leaving her to live alone in New York.  They are speaking with British accents and are acting very elegantly.  When her mother drives away, she starts dancing.  This is just a fantasy of hers.

She is mad because she is being forced to move from New York to New Jersey.  She finds New Jersey a horrible place to live and believes that the move will ruin her chances of becoming a famous actress.  She also says that the only thing that helps her get through everything is the music of her favorite band, whose lead singer Stu Wolf (Adam Garcia) is 'the best poet since Shakespeare'.

At school, she stand out very much, due solely on her outfit.  While putting her bike in the rack, she sees another girl, Ella (Allison Pill) with a pin on her backpack of one of Stu Wolf's band members.  They immediately begin to associate about the band.  Inside the school, while they are talking about the band, Carla (Megan Fox), who is the most popular girl in school but is the rudest, comes up to them and makes comments about how bad New York is.  Nonetheless, Carla and her start to get lunch together, but Carla says that if she doesn't hang out with Ella, she can be a friend to her.  Lola sarcastically says that that's what she's always wanted and goes to eat lunch outside with Ella.

After school, they go to Ella's house, which is just as full of photos of Stu Wolf's band as Lola's is. Mrs. Gerard (Sheila McCarthy) comes in to offer them some hot pocket-type of food.  Lola thinks they are really great and Mrs. Gerard says that all she did was put them in the microwave, like her mom probably does.  Lola says that her mother doesn't believe in microwaves before Mrs. Gerard leaves.

Lola asks Ella why her mother hates her, but she replies that her mother's customs are weird.  Lola storms out of the house, and Ella tries to stop her, apologizing.  She also says that the real reason is that she is a single mother.  Lola says that her mother would find somebody else again to take her dad's place.  Ella questions her, stating that Lola said that she was a love child.  Ella starts making up a lie saying that they were madly in love, and after having all 3 kids with her mother, the father crashed into a truck and died.  Ella apologizes and they make up.

The next day in school, Ella overhears Carla saying to her friends that she talked the drama teacher, Mrs. Baggoli (Carol Kane), into changing the play Pygmalion into an updated version set in modern-day New York and that it was retitled Eliza Rocks.  She also says that she already got the part of Eliza Dolittle.  Lola goes to see Mrs. Baggoli and begs her to not decide who got the part yet and let her audition.  It turns out she just posted the announcement today and the auditions are tomorrow.

At the auditions, Mrs. Baggoli announces all of the changes SHE made to the play and also says that it is now a musical.  Lola is upset because she is not prepared for a musical audition.  Mrs. Baggoli says that she can just wing it and she can go first.  She is nervous when she gets on stage and sings a song from Stu Wolf's band.  She is really good and one of her and Ella's friends, Sam (Eli Marienthal), watches the whole thing and enjoys it.  You can tell that he has a crush on her.

The next day, Ella and Lola race throughout he school before it opens against Carla and one of her friends to see the cast list first.  Carla just makes it, looks at the list and states that she got the part she wanted.  Lola is disappointed and looks at the list.  Lola got the role of Eliza!  She is so happy.

That is until later that day.  After school, she hears on the radio that Stu Wolf's band is breaking up and there will be only one more concert… in New York.  Her and Ella desperately want to go to the concert, and even end up telling Carla that they are going and they will be at the after party too.  Carla says she'll see them there since she has tickets too.

So now they are trying to find a way to get to the concert.  Lola isn't allowed to go to the concert according to her mom.  So she goes on a 'hunger strike' (there is pizza under her bed) until she is allowed.  Lola's dad, who still lives in New York, offers to take her to the concert, but she doesn't want to go with her dad.  He offers to drop her off and pick her up, but that seems too much like she's a child and she refuses.

Well, they keep up the charade saying that they are going, but Ella is a bit reluctant to lie.  But when Carla makes a comment about hem going, Ella snaps out of it and becomes very confident and tells Carla that they are going.  She takes Lola with her to the ticket office in the mall using all the money she has to buy them both tickets… except its sold out.

Lola and Ella start thinking of a lie to tell their parents so they can sneak off and go to New York and find a scalper.  Lola tells her mom that Ella's parents are going to be in New York that night (which is true) and says that they will pick them up from the train station and they will go to the concert.  Karen agrees… but she makes Lola actually as Ella's parents first.  Ella's parents actually do agree and the only lie they had to tell was that they already had the tickets.

Unfortunately Lola has nothing to wear.  So she decides to wear Eliza Dolittle's costume from Eliza Rocks.  Mrs. Baggoli is obsessed with the costumes and would not approve so she has to take it without her knowing.  Lola asks Sam to get it for her.  He picks the lock while she is at rehearsal.  Mrs. Baggoli forgot something in the costume department and has to go get it.  Lola tries to stall her, but she goes in.  Sam hides and sneaks out while Lola makes diversions.  Later, Lola discovers that Sam got the dress out of the room so she can wear it.

So they board the train going to NY.  On the train, they get ready for the concert.  Ella hands Lola the money to hold and Lola puts it in her makeup bag.  They train ride is over, Ella's parents take them about a block away from the concert and drop them off.  The place is packed and when Lola goes to get tickets from a scalper, she discovers that she doesn't have the money because the makeup bag was left on the train.

They try to sneak in by entering with a group.  Ella makes it in but Lola gets stopped at the gate.  She tries to talk and lie her way in by saying that her ticket is lost or something but she isn't allowed in.  Ella tries to get to her and gets smashed up against glass doors.  She makes her way over as Lola says that she needs to be in there with her 'cousin with medical problems'.  She then says that they MUST be together.  The man at the gate looks understanding and says that they should be together.  Next thing they know, they are left outside together.

They are ready to give up but Lola has a plan.  They can skip the concert and just walk straight to Stu Wolf's house, which is the after party, which Carla is also going to be at.  They have no clue where he lives and the only thing they have to go on is a picture of his front door.  They discover (I forget how) where his house is and start to walk.  Many, many blocks later, they are still walking.  It has been a long time.

Carla begins to see a man and his dog following them.  She tries to tell Lola, but every time she looks, the man ducks into the shadows.  Lola sees him eventually and tells Ella she'll handle it.  She walks up to him and I turns out it's her father.  Karen apparently told him to watch her while she's in New York.  She tells him to back off a bit cause he is scaring Ella.  He continues to follow but more discreetly.  Ella is amazed that Lola can handle a stranger in the Big Apple.

They get to the party and see Carla go in.  They are ready but they aren't on the guest list.  All hope is gone for them until a very drunk Stu Wolf exits the party after a fight with another band mate.  He strolls into an alley.  Lola and Ella follow him and find him almost passed out in a pile of garbage bags.  They take him to a diner, which they are kicked out of and arrested at when Stu makes a scene about coffee.

At the police station, they officer asks for their addresses.  Lola says that her dad lives in New York and gives his address.  Ella pulls her away and flips on her for giving cops a fake address (since she thinks Lola's dad is dead).  Lola's dad comes and bails them out.  Ella is really mad at Lola for lying to her.

Stu thanks them for saving him in the alley and invites them all (including Lola's dad and his dog, because the dog is apparently famous) to the after party.  They go and Ella almost refuses to go in because she is still mad at Lola, but decides to go in anyway.  Inside, Stu tells them to go to his room and put different clothes on (because it was raining while they were walking).  While trying on clothes, they make up and promise not to lie to each other again.

Back downstairs, they are enjoying themselves and get very excited when they see Carla.  They call her name.  She freaks when she sees them and walks away.  Lola starts to talks to Stu about his music and how great of a songwriter he is.  He is wasted and doesn't really comprehend anything she's saying.  She tells him that he's the greatest poet since Shakespeare and she can't even talk to him about it since he's a drunk.  He gets offended about this.

Back at school, the costume makes its way back to the costume department and life goes on as normal.  The 2 are really excited and happy about what happened over the weekend, but Carla pretends that they were never at the party and the whole school thinks they are liars.

Lola is also feeling really guilty about taking Eliza's dress, causing her performance at practices to lack.  She confesses during one of them, but Carla continues saying that she was never there, which is what Mrs. Baggoli believes.

It's show night and Lola is not at the school getting ready.  Mrs. Baggoli is having a nightmare trying to find Lola.  Carla offers to take the role.  Lola is faking sick in bed.  Ella comes to get her.  Lola keeps trying to convince her she's sick, but Ella isn't buying it.  She breaks through her innocent attitude and starts telling and yelling at Lola that it doesn't matter if Carla is saying that they weren't there, because they were, and they had fun, and that's all that matters.  She also starts asking about the people who are going to the show to see her, including Sam, who is going to his first-ever school function because of her.  Lola finally gets the courage and heads to school.

She fights with Carla to get out of her dress, and is finally ready for the show.  She starts singing many different numbers in a montage.  At the end, she sings "Drama Queen" and Eliza Rocks closes with a standing ovation.

She and Carla head to the after party at Carla's house.  It is a pretty normal party.  Lola and Ella are elsewhere when the doorbell rings.  Carla answers it and sees Stu Wolf.  She is amazed and honored that he came to her party.  But he's there to see Lola.  He tells her this, but she grabs his arm and tells the other guests that he came to see her.

Lola walks into the room and Stu sees her.  He gives her something she left at his house and everybody now believes Lola, not Carla.  He also tells her that he has been sober for a while because it hurt him when she told him he was a drunk.  Carla is mad and falls into a water fountain.  Everybody laughs at her but Lola goes over and helps her out, not caring that Carla is an enemy.  Stu asks Lola to dance.  They do, but she says in a voiceover that she finally has the man of her dreams.  But then there was Sam who has been there for her.  We now see Lola dancing with Sam instead.  They kiss and the movie ends.


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