After the suicide of his older brother, Steve Clark (James Marsden) is uprooted by his parents and moved to the sunny enclave of Cradle Bay, where the teenage success rate soars above the norm. No drunk driving accidents, no drug overdoses, no passionate suicides. Here the teens are busy with wholesome activities like bake sales, community service and making grades. But there's something unnatural about all that perfection. Resisting the lure of the "Blue Ribbons"-the town's picture-perfect teens-Steve connects with outcasts Gavin (Nick Stahl) and Rachel (Katie Holmes), who are equally suspicious of their peers' disturbing behavior. Certain that Cradle Bay's overnight personality makeovers are being orchestrated by a sinister force, Gavin must do whatever is necessary to prove his hypothesis to Rachel and Steve before it's too late.