Video games play a big part in many teens' lives, but not as big of a part as it plays in the lives of the teens on `Level Up'. Wyatt, Lyle, Dante and Angie are ordinary high-school students and avid gamers who frequently play the massively multiplayer online game `Conqueror of All Worlds'. But when the teens open a portal from the game into the real world, they must `level up' by protecting their real-life town from game villain Maldark and other game characters, all while attending school during the day and trying to lead normal lives (or at least as normal as a teenager's life can be).

A rock musician and a free-spirited woman start an intense relationship which soon spirals into a world of drug addiction and crime.