starring by =
- Emma Roberts as Poppy Moore
- Alex Pettyfer as Freddie Kingsley
- Natasha Richardson Mrs. Kingsley
- Georgia King as Harriet
- Aidan Quinn as Gerry Moore
- Kimberly Nixon as Kate
- Linzey Cocker as Josie
- Juno Temple as Jennifer "Drippy" Logan
- Sophie Wu as Camilla "Kiki"
- Shirley Henderson as Matron
- Daisy Donovan as Miss Rees-Withers
- Ruby Thomas as Jane
- Eleanor Turner-Moss as Charlotte
- Shelby Young as Ruby
- Nick Frost as Mr. Christopher
- Lexi Ainsworth as Molly
- Johnny Pacar as Roddy
- Hallie Kate Einsberg as Ruthie
The film starts with Poppy Moore (Emma Roberts) and her friends trashing all her dad's girlfriend's stuff in a wild prank. When her father angrily arrives, he tells her he is sending her to boarding school in England.
Arriving at the school, called Abbey Mount, Poppy meets the headmistress Mrs. Kingsley (Natasha Richardson), head girl Harriet (Georgia King), and her 'buddy' Kate (Kimberly Nixon). She is miserable in her new life, as she does not fit in and has no friends.
After getting dirty water on her by Harriet's "maid", Poppy and Kate become semi-friends. Discovering that the girls dinosaur phones were decoys, Kate lets Poppy use hers to call Ruby. When Ruby sees the message she is disgusted and goes to sleep with Roddy.
When she reveals that her mother had died several years ago, her roommates decide to help her get expelled. Together, they carry out several pranks which gradually brings them closer together. When none of their plans work they decide to seduce the headmistress's son Freddie, who is strictly forbidden to fraternize with any of the girls. After dancing with Freddie at the school dance, Poppy trips and hits her head, which leads Freddie to take the concussed girl outside for air, where he asks her out on a date.
The next day, Poppy discovers her talent for lacrose and whips the school's team into shape, getting them into the finals. On the date Poppy finds herself falling for Freddie. They kiss before Poppy returns to school, where she finds her roommates reading an email supposedly sent by Poppy stating that she thought all of her new friends were losers. She then finds that Freddie has been given a similar email and is thereafter ignored by her friends. Poppy, with no one else to turn to, sneaks down to the cook's room and rings Ruby, who accidentally reveals how much she dislikes Poppy. Feeling even more alone, Poppy starts playing with her lighter, accidentally setting a curtain alight. Hearing footsteps, she quickly puts out the fire and runs off. A few minutes later, she looks out her window to see a fire, and wakes the school. When they find that Drippy is missing, Poppy runs into the burning school to rescue her. After the fire is put out, Freddie finds her lighter and gives it back to her, refusing to listen to what happened. Just as she realizes that she no longer wants to leave, Poppy goes to the headmistress and confesses.
While Poppy waits for the Honour Court, who will decide if she should be expelled, Freddie finds her crying and becomes convinced that the fire was an accident. During the hearing, Poppy tells her story while her roommates find out that Poppy didn't send the emails. Going to the court, they stand up for Poppy and Harriet accidentally confesses to restarting the fire after Poppy had put it out. The movie is left off at the lacrosse finals. Poppy's father comes to the game and is shocked by Poppy's dramatic change of appearance and how much she looks like her mother. Abbey Mount wins the Lacrosse finals and the film ends with Poppy and her friends (including Freddie) in Malibu as she ignores Ruby's phone calls.
Don't give up on yourself, Natasha Richardson's headmistress tell Emma Roberts out of control teen when she finds herself in her new strict English boarding school. There may be little that's new in this coming of age, fish-out-of-water tale about a rebel who finds her way, but first time screenwriter Lucy Dahl (daughter of the late Roald Dahl) has come up with a pert and charming script that is nicely handled by acclaimed editor Nick Moore in his second project as director. It's all about how Roberts' Poppy brings change to Abbey Mount School and in turn how the school and students change her. The film has an energy and honesty about it: it's lively, funny and smart and the characters are appealing. There's plenty to appeal to young teenage girls and women who enjoy being reminded of their teenage years will also be entertained.
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