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Steve Clark (James Marsden) 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 (Nick Stahl) mysteriously joins their ranks, Steve searches for the truth with fellow misfit Rachel (Katie Holmes).