A teenager starts his first term at a new school after his brother's suicide, and becomes suspicious of a clique of seemingly perfect students. He soon finds allies in a group of conspiracy theorists, but when one of them undergoes a bizarre personality change, the rest become convinced something has been done to him and go in search of the truth. Horror, starring Katie Holmes, James Marsden, Nick Stahl and Steve Railsback.

Steve Clark is a newcomer in the town of Cradle Bay, and he quickly realizes that there's something odd about his high school classmates. The clique known as the "Blue Ribbons" are the eerie embodiment of academic excellence and clean living. But, like the rest of the town, they're a little too perfect. When Steve's rebellious friend Gavin mysteriously joins their ranks, Steve searches for the truth with fellow misfit Rachel.