See photos from upcoming high school comedy 'The Outskirts'

When two best friends find themselves fed up with their high school’s resident bullies, they do what anyone would do: stage a revolution.

Victoria Justice and The Middle’s Eden Sher play two outcasts in The Outskirts, a film about what happens when a high school’s uncool kids overthrow the popular crew, led by the Blair Waldorf-like Whitney (Claudia Lee). There’s drama, there’s humor. And, as with any good teen movie, there are tears.

“What made me want to direct this movie more than just being really excited to see it when it came out is the fact that the first time I read the script, I was laughing so hard and by the time I got to the end, I was in tears,” director Peter Hutchings, who describes the film as “nerd-tastic,” told EW.

Hutchings took some time out of his lunch break—they’re about two-thirds of the way through filming now—to set the scene for some exclusive images featuring the title outskirts of the school and the queen bees. The Outskirts is set to arrive in theaters in 2015.

(From left to right: Jeanette Diloné, Claudia Lee, Will Peltz, Avan Jogia, Peyton List)

“In this scene, the populars are at a lacrosse game and the bleachers are deserted because the whole school is at a debate tournament so it’s part of this story where the popular kids have lost all their influence, their power over the school. So we cut from that to the auditorium full of people cheering as a kid gives his closing argument at the debate tournament. It’s a really funny juxtaposition.”

(From left to right: Ashley Rickards, Eden Sher, Victoria Justice, Katie Chang, Jazmyn Richardson)

“It’s just the four of them [Sher, Justice, Katie Chang, and Jazmyn Richardson], and they kind of don’t know what to do until they realize they should go to Virginia [Ashley Rickards], who has her pulse on the underclass of the school and is going to help guide them. The five of them are kind of our main group, our main heroes, our main outskirts.”