Steve Clark's (James Marsden) family has just moved to the idyllic town of Cradle Bay. He finds it difficult to fit in with the 'perfect' crowd of jocks and princesses that seem to make up most of the high school. Befriending the local conspiracy theorist Gavin (Nick Stahl) and falling for another social outcast, Rachel (Katie Holmes), Steve finds himself at the center of the increasingly odd behavior of the cool crowd. The three misfit friends try to explore the what's behind the kids' good behavior, the parents' silence, and the town's hidden secrets. They find out that perfection may not be all it's cracked up to be.