Lennie plays second clarinet in the school orchestra and has always happily been second fiddle to her charismatic older sister, Bailey. Then Bailey dies suddenly, and Lennie is left at sea without her anchor. Overcome by emotion, Lennie soon finds herself torn between two boys: Bailey’s boyfriend, Toby, and Joe, the gorgeous and musically gifted new boy in town. While Toby can’t see her without seeing Bailey and Joe sees her only for herself, each offers Lennie something she desperately needs. But ultimately, it’s up to Lennie to find her own way toward what she really needs-without Bailey.