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.
James Marsden
as Steve Clark
Katie Holmes
as Rachel Wagner
Nick Stahl
as Gavin Strick
Bruce Greenwood
as Dr. Edgar Caldicott
William Sadler
as Newberry
Chad Donella
as U.V.
Katharine Isabelle
as Lindsay Clark
Tobias Mehler
as Andy
Steve Railsback
as Officer Cox
Terry David Mulligan
as Mr. Clark
Susan Hogan
as Mrs. Clark
A.J. Buckley
as Charles 'Chug' Roman
