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The film follows Steve (James Marsden), a High School senior who has just moved to the town of Cradle Bay, Washington with his family. Here, he befriends three outcasts -- stoners Gavin (Nick Stahl) and UV, and "bad girl" Rachel (Katie Holmes). Gavin has long been suspicious about the "Blue Ribbons," a group of preppy, highly intelligent, snobbish douchebags who are considered the school's "cream of the crop" and take part in a program led by the school's psychologist Dr. Caldicott. The four students find out that the Blue Ribbons are far more sinister than they let up on, and may in fact be Brainwashed... and that they are next.
The film was practically shredded in the editing room, having ten scenes cut (adding up to nearly twenty minutes -- the final cut is just 84 minutes long) and a different ending put in by the studio over the objections of David Nutter. Among the scenes cut include numerous story and Character Development scenes whose absence the film greatly suffers for, which perhaps explains the film's tepid reception by critics and at the box office. The Sci Fi Channel's edited-for-TV version of the movie often reinstates the deleted scenes (making it something of an unofficial director's cut), but leaves the theatrical ending.
- Almighty Janitor: Mr. Newburry is a literal example. Despite being the school janitor and appearing to be insane, he is highly intelligent, carrying several pieces of classical literature with him. He is later shown to be a former psychologist who found out the truth behind the Blue Ribbon program, and was fired for it.
- Bedlam House: The psychiatric hospital where the initial failed test subjects for the Blue Ribbon program (including Dr. Caldicott's daughter) are being kept. Steve and Rachel break in after finding out about it.
- Boarding School of Horrors: Extended to an entire town -- parents move here with their troubled teens so that they will be "made" into model students and citizens.
- Brainwashed: All of the Blue Ribbons are former outcasts and Delinquents who were brought to Cradle Bay and had mind-control chips implanted in their brains.
- Brown Note: The E-Rat-icator is designed to have this effect on rodents to scare them away, but it doesn't really work. It works damn well against mind-control chips, however.
- Chekhov's Gun: The E-Rat-icator.
- One of the deleted scenes has Dr. Caldicott talking about his daughter's success with the Blue Ribbon program, going on to Stanford and marrying a district attorney. A later scene reveals that he's lying through his teeth -- his daughter is actually locked up in a mental hospital due to what he did to her. Removing the first scene badly lessened the impact of The Reveal, both emotionally and story-wise.
- A literal example: early in the film, Steve takes away the handgun that Gavin was carrying, thinking that he was going to try and kill his parents and the Blue Ribbons. A deleted scene shows his mother finding the gun in his room, causing her to call Dr. Caldicott.
- Death by Sex: The opening scene features one of the Blue Ribbons snapping the neck of a girl giving him head, then calling her a slut.
- Disney Villain Death: How the Blue Ribbons and Dr. Caldicott both go down.
- Dying as Yourself: Happens to Gavin in the original ending, where he laments the fact that he will never be able to meet his idol, Trent Reznor.
- Erudite Stoner: Gavin, initially.
- Executive Meddling: A particularly bad case of it.
- Face Heel Turn: Gavin, after getting Brainwashed.
- Facing the Bullets One-Liner:
- Glamour Failure: The glitches that cause the Blue Ribbons to go crazy.
- Gullible Lemmings: How Mr. Newburry defeats the Blue Ribbons.
- Heroic Albino: UV.
- Heroic Sacrifice: Mr. Newburry.
- Jerk Jock: The male Blue Ribbons are almost every "asshole jock" stereotype rolled together and cranked Up to Eleven, kicking the dog about once every ten minutes.
- Madness Mantra: Dr. Caldicott's daughter, who is locked up in a mental institution, constantly repeats the phrase "Meet the musical little creatures that hide among the flowers".
- Meaningful Name:
- Mr. Newburry and Dr. Caldicott are both named for awards given to children's books. The Newbery Medal is for contributions to literature, while the Caldecott Medal is for pretty artwork -- and the Blue Ribbon program is all about keeping up appearances.
- The albino kid, who gets easily sunburnt, is named UV. Then again, that could just be his nickname.
- Malt Shop: The Blue Ribbons hang out here. Gavin notes how anachronistic such a place is in The Nineties.
Gavin: The Yogurt Shoppe? You wanna make an "active culture" joke here, Stevie boy, or should I handle this one?
- Neck Snap: Done in the opening scene.
- Not Distracted by the Sexy: Steve when Lorna's programming glitches up and she tries to sleep with him. When he turns her down, she goes homicidal.
- The Other Rainforest
- Precision F-Strike: Steve unleashes one when he learns his parents signed him up for the Blue Ribbons. David Nutter says in the DVD Commentary it was a Take That against all the Executive Meddling.
- Recycled in Space!: It's The Stepford Wives in High School!
- Sequel Hook/The Stinger: The ending shows Gavin teaching in an Inner-City School, having survived the confrontation at the end, and still controlled by the Blue Ribbon programming.
- Sex Is Evil and I Am Horny: Biological instinct straining against Puritanical mind control is the most frequent cause of the Blue Ribbons' programming glitching out.
"Every time one of these kids gets a hard-on they go out and try to beat something with it."
- Slobs Versus Snobs: The Blue Ribbons vs. the outcasts is a high school "preps vs. losers" version of this.
- Star-Crossed Lovers: One of the deleted scenes reveals that Steve's brother Allen was like this with his girlfriend Abby. The two of them killed themselves after their parents tried breaking them up, in a Shout-Out to the trope namer.
- The Stoner: Gavin and UV.
- Totally Radical: Rachel uses the word "razor" as analogous to "cool" or "sweet". Gavin and UV's speech is also peppered with stereotypical '90s slang.
- Two Decades Behind: An in-universe example. The modern town of Cradle Bay contains a '50s-style Malt Shop, something that even the characters notice is anachronistic, and which proves to be a big tipoff that something is wrong with the Blue Ribbons. Chances are, by giving a wholesome '50s aesthetic to the teen hangout, it's possible that the people running Cradle Bay were trying to instill into the kids that they won't stand for that "modern" teen rebellion.
- Uncanny Village: Cradle Bay.