Three rich, pretty people befriend their poor, mousy classmate and live to regret it in this teen-centric thriller. Alicia (Mia Kirshner), Hadley (Meredith Monroe), Julianne (Rachel True), and Sydney (Dominique Swain) are four students enrolled in the same sociology class at Colby University, an exclusive and respected college in the Carolinas. Alicia is a local girl born into modest circumstances who struggles to make ends meet and rarely gets a second look from the male students on campus, while Hadley, Julianne, and Sydney are close friends who all come from wealthy families and seem more concerned with partying than their studies. Alicia and Hadley are paired up to work on their semester project for the class, which is to be centered around the theme "Lead, Follow, or Get Out of the Way." As part of the project, Hadley decides to befriend Alicia, and brings her into her social circle. At first, Alicia seems more than grateful for the attention of her new friends, and blooms under the influence of Hadley, Julianne, and Sydney. But it isn't long before Alicia's personality begins to shift; she develops a powerful appetite for drugs and alcohol, and soon begins taking advantage of her new friendships. Things come to a head when Alicia seduces Sydney's boyfriend, Josh (Oliver Hudson), and soon Alicia ends up in the hospital after OD'ing on drugs. Artie Bonner (Taye Diggs), a local sheriff, begins looking into Alicia's case, convinced that her near-fatal accident with drugs was no accident at all.