ANYONE TAPPED into teenage girl culture knows that there are only two crowds to run with in junior high and high school: the take-no-prisoners popular group or the cluster of unfortunately unpopular kids.

At least the teen girl zone painted by Hollywood is one where the well-intentioned, nice unpopular girls are good and the mal-intentioned, mean popular girls are evil. And you know what happens in a sappy teen film when good battles evil.

But even if "Sleepover" lives up to the cliche of the out-crowd winning against the in-crowd, it does it without some of the more lewd elements that show up in teen flicks these days. Geared toward tweens, the movie follows four graduating eighth-graders who want to improve their social status before their freshman year.

Not overwhelmingly original or funny, "Sleepover" joins the ranks of moralizing, kid-friendly television dramas, where the actors are mostly cute and innocent and any dicey situations they get involved in are turned into some kind of life lesson.

It's all about good-girl empowerment when Julie (Alexa Vega of "Spy Kids" fame) has three friends over for a birthday sleepover on the last day of junior high school, the same day she learns that her best friend is moving away and therefore will not be her partner in crime in high school. Julie becomes worried when she imagines not having a best friend to deal with her inevitable assignment to the undesirable lunchtime picnic tables in the front of the school. Historically, the cool kids have monopolized the prime seats in front of a fountain, while the rest have been relegated to seats next to a dumpster.

So when one of the popular-girls-in-training unexpectedly shows up at Julie's sleepover and challenges the girls to a scavenger hunt against her crew to play for the coveted lunch table, they accept the dare. Up until this point, they have painted one another's nails and danced around to an old Spice Girls hit as if it were still on the top of the charts.

They break parental rules and sneak out of the house to complete the tasks, which include sneaking into a nightclub and getting a man to buy one of them a drink and also acquiring a pair of boxers from Steve (Sean Faris), the boy who has no clue who Julie is despite her longtime crush on him.

Of course, the popular girls plant all sorts of extra obstacles, not taking the game too seriously until they realize they might be beaten. Along the way, the stupid but kindhearted antics of men, including Julie's father, older brother and a trio of skater dudes, punctuate the plot.

That good guys are a little oblivious may not be the stuff of value-promoting teen dramas. But this is a comedy after all, and its smaller lessons do not always endorse the best ideals. When Julie dons a form-fitting red dress and makeup, she finally attracts Steve's attention. Her pudgy friend Yancy (Kallie Flynn Childress), who is very secure with herself, teaches her friends that there is someone out there for everyone and later is hit on for the first time in her life by an overweight guy.

Such is life when self-image and cliques reign. And since it was not intended as a witty take on teenage culture, it's better just to accept the film at face value. Moviegoers can take what they want from it, whether that be a sense of empowerment, that girls get more attention when they dress a certain way or just that there's a cute new hunk to chat about on message boards.

SLEEPOVER (PG, 90 minutes) -- Contains kissing and a tame nightclub scene. Area theaters.

Yancy (Kallie Flynn Childress, left), Farrah (Scout Taylor- Compton), Hannah (Mika Boorem) and Julie (Alexa Vega) are out to beat the mean popular girls at their own game in "Sleepover."