It’s 1964 in a Pennsylvania town. The Beatles and the rest of the British invasion have taken over the pop radio waves and encouraged a lot of small rock bands to dream big. One such band is the Oneders (pronounced Wonders, but commonly as O’Needers). When drummer Guy “Skitch” Patterson (Tom Everett Scott) joins the band with Jimmy (Jonathon Schaech), Lenny (Steve Zahn), the Bass Player (Ethan Embry) and Jimmy’s doting girlfriend Faye (Liv Tyler) they inadvertently turn one of Jimmy’s slow ballads into a fast-paced pop song, and before they know it are touring the country with a hit song.