Six high school seniors decide to break into the Princeton Testing Center so they can steal the answers to their upcoming SAT tests and all get perfect scores.

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).

A young scientist working on an artificial intelligence project is the target of strange gremlin-like creatures, who are out to kill him and thus terminate his research. By coincidence, in one of the rooms he uses, there’s a mysterious case containing the puppets of the “puppet master”. When the puppets are brought to life, they help destroy the creatures.