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High schooler Bartleby Gaines ("B" to his friends) has gotten nothing but rejection letters from the colleges he has applied to, and his parents are not happy. In desperation, B and his similarly unlucky friends make over an abandoned mental hospital, convince one of their uncles to pose as the dean, and the South Harmon Institute of Technology is born. On the first day of "class," however, dozens of other college rejects show up to enroll, too. B and Co. forge ahead with their functioning—if fake—university, but their effort to keep up the ruse quickly escalates into a battle between the have-nots of South Harmon and the have-snots at a real university nearby.