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On her way to work, Natalie is saved from being ran over by a young man named Max Nielson. She soon finds out that he is an old friend's new roommate. Just as soon as Max is starting to make his stake in town and become friends with Natalie and her crew, everything starts to make a turn for the worst. Old faces that the gang thought would never show and everyone's skeletons are about to be brought out of the closet. Can they and their friendships survive?

Jacob, Vince and others try manage to live in the fabulous and eccentric city that is Upsidedown Town.