"Bandslam," Summit Entertainment's "High School Musical"/ "Camp Rock" clone, is a movie about music and high school and guilt and fitting in. It's surprisingly not awful for something this over-familiar.

Gaelan Connell stars as Will, a dweeb who is so into music that he narrates our tale through a series of unanswered fan letters to David Bowie. He's living a classic rock lyric; he's "become comfortably numb."

"If you miss out on life, they win," Mom ( Lisa Kudrow) says of the kids who pick on Will. So she moves them to New Jersey.

That's where Will befriends Sa5m, the hip Goth chick ( Vanessa Hudgens of "HSM") who shares a class assignment with him. But he lets his head be turned by the pushy Charlotte (Alyson Michalka of "Phil of the Future"). She has a band. They need a manager, a guy with an ear.

"Bandslam" tracks our ensemble as Will bends the band's classic rock bent more toward his ska tastes. He changes their name to I Can't Go On I'll go On. He recruits members to flesh out the sound. He ducks into a rehearsal studio and shoves sheet music in front of a pianist, who abandons Chopin for to "Blister in the Sun."

It's all directed toward the big regional "Bandslam" battle of the bands, whose winner earns a record deal. Their big competition is from Charlotte's old band, led by star-in-the-making Ben (Scott Porter).

Sa5m warns Will about Charlotte -- "Leopards and cheerleaders don't change their spots."

Director Todd Graff ("Camp") had the nerve to take a co-writing credit for this non-Irish ripoff of "The Commitments" (1991), ancient history to today's kids, but still. The only characters fleshed out are the leads, and the conflict seems forced.

But the romantic yearnings work. Charlotte and Will's pasts are surprising, and Hudgens, free from the plastic Disney packaging, is winsome and winning.

There's no edge, but if you're young enough to not know the original version of "I Want You To Want Me" Bandslam may have charms enough to tickle your tweenage heart.