On paper, Sleepover sounds like just another tired teen-coming-of-age comedy.

It has similarities to everything from Cinderella to The Ugly Duckling, so it's ripe for sighs of been there, done that.

The mean girls at school are so cruel to a quartet of outcasts that it's time the tables were turned.

However, Sleepover turns out to be bright and funny, thanks to Elisa Bell's insightful, delightful script and the bubbly performances from the film's young stars.

Spy Kids veteran Alexa Vega is Julie, who wants desperately to be considered a teenager, not a child.

Julie also hopes that high school will be a step up from junior high, where she was shunned by the popular kids.

On the last day of school, Julie throws a sleepover and invites three of her friends, including Hannah (Mika Boorem), Farrah (Scout Taylor-Compton) and Yancy (Kallie Flynn Childress).

It's a sad as well as joyous occasion because Hannah is moving to a new city, and she has been Julie's best friend for more than 10 years.

When the cool girls, Staci, Liz, Jenna and Molly, learn of the party, they dream up a scheme to humiliate Julie and her friends.

They challenge them to a scavenger hunt, with the prize being a table by the fountain at the senior high school, instead of one by the dumpsters, where the geeks, nerds and losers dine.

The nasty foursome know Julie is not supposed to leave her house, and that the girls don't have a vehicle, while the cool girls have a spiffy sport utility vehicle, thus ensuring, in their minds, they'll complete the hunt in record time.

Think again.

With the help of Julie's slacker brother and three skateboarders, the film's resourceful heroes have more than a fighting chance.

And Julie may just get to meet the senior-high hunk (Sean Faris) she has a secret crush on.

There are no real surprises in Sleepover, but Bell's script and Joe Nussbaum's jaunty direction make the cliches play out in winning fashion.

Vega is convincing as a 13-year-old, as are her fellow actors.

Because she is not thin, Yancy has an image problem. Watching her find acceptance both in the group and with an unexpected suitor is one of the film's finest moments.

Sleepover is definitely aimed at younger viewers, but it will entertain the adults who accompany them.

(This film is rated PG)

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