The scene opens at Camp Victory, a Fat Camp. Willamina doesn’t like the fact that they take pictures of them in swiming suits or even make them have swimming suits on to begin with. Becca tells that it is alright at the camp and that she lost 28 pounds, only to gain it back and have to come back to camp. Amber, is getting a lot of attention for being the pretty one in the group to which Willamina takes notice on. Becca tells Willamina that she needs to take off her clothes and get in her swimming suit. Dr. Rand, the leader of Camp Victory comes up to Willamina. She too tells Willamina, who likes to be called Will, that she needs to get her swimming suit on. Will tells that she lost here swimming suit. Dr. Rand tells that she could use one of the community swimming suits. Will starts to sultry dance and take off her clothes in protest in a striptease fashion showing that she has a swimming suit on. Dr. Rand is not impressed and moves on to other campers. After seeing that she has gotten all the camper’s attention, Will realizes that she made a fool out of herself.

Will arrives at her cabin and meets Poppy who is over excited to be their cabin leader. Each bunk has the name of the girls in BIG colorful lettering. Poppy tells that they are going to have to relinquish their snacks and mp3 players. Becca tells Will that they get journals to track their feelings but Will wants nothing to do with it. Caitlin posts a poster that says “Beauty Comes from Within” and Amber puts pictures of supermodels. Will jokes that those are her only friends, but Amber snaps back and calls it inspiration. As the girls get set up, Poppy collects all the “contraband” and Will sneaks off with a bottle. It is full of M&Ms. The next scene shows Shea, the fitness trainer warming up the campers and introduces a new assistant coach. George. All the girls get excited when George enters. Amber takes particular interest. Alistair tells that he can’t run anymore and Shea tells him to give her 20 jumping jacks.
At dinner, Dr. Rand introduces the new staff member. Chef Joe. After the lack of enthusiasm, he says “No Seconds!” Amber tells that she is not going to eat her desert. Will tells that she’ll eat it. Amber is disgusted and tells that she is only hurting herself. Caitlin asks if Will is “holding” food and would like to buy some. Will becomes the camp’s junk food supplier. The scene cuts to all the campers going to her for their “fix”. The camp members gather around and share their regrets about their weight. Ian starts off and tells that he is sad over the fact that he was always the fat one and that he didn’t realize it until just recently. Dr. Rand asks Will to share but Will says that she is happy with her fat. Dr. Rand asks what it feels like to be without their favorite foods and Caitlin, who has been buying off of Will, says that it feels really good. Caitlin tells Amber that it is not hard to share her feelings. Will is sitting by the lake and walks across a bridge and sees Ian in a boat playing to a “Pixies” song. Ian tells that he was scared to talk to Will thinking that she was too good for him. Amber walks up and tells that Dr. Rand wants to see Will in her office.
In the office of Dr. Rand, she tells that it is not allowed to sell food at camp and has been called her parents to make sure that other arrangements could be made in case Will, who tells Dr, Rant that she would like to be called Willamina now, tells that it will not happen. In the day room, the boys of the camp are watching a game and Will asks if her friend could watch a show. They ignore her. Amber, Caitlin, and Chole come up and ask if they could watch a show and they give them the remote. Amber is left standing and one of the boys tells that she could sit on his lap. She does. Later the three girls are talking about the fact that Amber sat on the boy’s lap and tells her not to tie herself down to one guy. Caitlin tells that Amber that it is not like the real world and that she could have any guy she wants in the camp.

In their cabin, Chloe is giving a test from the latest girl magazine and Will sees that Amber is getting changed. Will goes up to Amber and says that Dr. Rand thinks she is selling food. Amber tells that she doesn’t care what she does and that nobody does. Amber is trying to squeeze in red shorts and tells that she can’t feel any difference. Will sees her chance to get Amber back. The next scene shows Will with Amber’s shorts and puts them in the dryer. Becca feels that it is mean and cruel. Caitlin enters and she wants to get more food from Will. In the forest she buys a box of cakes and Will asks if BFF Amber knows that she is buying from Will. She tells that she does and that she doesn’t care. She tells Will that Amber is not a snitch. During athletics Amber and her newly shrunken shorts and she is having “serious muffin issues” to which Chole tells her not to talk about muffins. Amber wants to know why she can’t fit in her shorts correctly. Chole makes up that her metabolism is confused and that is why. It is Amber’s turn to run the obstacle course and as she climbs the rope, her shorts rip as George is helping her up. Everyone laughs at her and she runs away. George, who thinks that her name is Sandra, tells that there are things that everyone has that are embarrassing but not to be ashamed He tells that he is deaf in one hear and that he thought that a girl wanted to make out when she really said that George was on her coat. They have a quick moment and is seems that there is an attraction between the two.
Amber returns to the cabin and finds Poppy in the cabin with the other campers. She tells that Caitlin was kicked out because she has been throwing up. As Poppy goes to get Dr. Rand, the girls accuse each other. Amber accuses Will for giving Caitlin all the food. And Will blames Amber for having pictures of skinny supermodels on her wall. They fight and Dr. Rant and Poppy enter. They break it up and Will tells Becca that she is busting out. Outside at nightm Ian sees Will and she attempts to give back Ian’s CD back and she tells that she is going to her uncle’s house. He tells her to look him up on facebook. At a meeting, Shea is telling the campers to warm up before exercising. Becca is crying and Amber asks what is wrong. She ignores her. After the meeting, outside Becca is still crying and admits to have sold out Will to Dr. Rand for selling the food. Amber admits selling out Caitlin to Dr, Rand for throwing up. They promise not to tell anyone.
Meanwhile at a dinner down the road, Will enters and orders Fries and a Chocolate Shake. Dr. Rant is there at the dinner too with someone. Will realizes that she is there once she starts talking to the man across from her that turns out to be her father. He is not at all supportive of her it seems. As Will attempts to leave, the waitress asks her if she wants her Fries or not. Dr. Rand sees Will and tells that Will wants the Fries. Dr. Rand’s father tells that he’ll be in the truck. Dr. Rant tells Will, who tells that her name is Will again, that there is no transportation and tomorrow is the weekend. Will was just going to hitchhike. Dr. Rand tells that it is sad that she wants to endanger her life instead of help it.

They drive back and outside of Will’s cabin, Dr. Rand gets off the phone with Will’s parents. They say that they could call her uncle instead of throwing her into a different camp. Dr. Rand looks at a carving on the cabin and tells that she remembers when she herself was at the camp and wanted to go home. Dr. Rand is skinny and healthy now because she didn’t give up. Will decides that she wants to stay and vows to never sell food to the other campers. Dr. Rand allows her to stay. Becca sees that Will is back and is happy. Will and Amber reconcile their differences and it is lights out for the campers. In bed, Will talks about the chocolate shake that she had in front of her and that she should of drank it. Amber asks if it was a double. Will replies that it had chocolate syrup and everything. Amber tells that she is asleep to avoid the cravings. Will opens up the journal and starts writing in it.
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