Will detests this nickname because it reminds him of his father, whom he is ashamed of.
What is more, Charlotte's father dies and she decides to quit the band.
When Will's mother Karen (Lisa Kudrow) finds a new job, he switches to a new school, which he is eager to do since he was bullied at his previous one.
However, Will stands Sa5m up, breaking the date for a concert with Charlotte.
Will suddenly remembers the video Sa5m's mother showed him earlier and suggests that they perform "Everything I Own", since it is the only other song Sa5m knows. Although they fail to win the competition, a You Tube video of their performance gains the band popularity at school.
To buy some time, Will comes out first onstage, but at first he is embarrassingly silent. David Bowie (portraying himself) sees the video and sends an e-mail to Will, explaining that he is starting an indie music label and is interested in having the band as one of their first artists.
Unsure of what he is getting himself into, Will agrees to help Charlotte's band (later called I Can't Go On, I'll Go On) which includes Bug (Charlie Saxton) and Omar (Tim Jo), eventually expanding it with more like-minded outcasts.
Against all odds, the group's sound starts to come together and their prospects for success look bright.
Will starts losing his "loser-status", but the band gets in the way of completing a project he was going to do with Sa5m.