During Steve's first day at his new high school, he meets and befriends three outcast students, Gavin Strick (Nick Stahl), Gavin's friend, U.V. (Chad Donella) and Rachel "Rae" Wagner (Katie Holmes). Gavin tries to tell Steve that he believes there is something evil about the "Blue Ribbons" - a clique of students taking part in a "special program" led by the school psychologist, Dr. Edgar Caldicott (Bruce Greenwood). Later that day, Steve witnesses a fight in class between a rebellious student, Dickie Atkinson (Tygh Runyan) and one of the Blue Ribbons. Dickie is later accosted at a secluded marina by the Blue Ribbons. He later reappears at school as a clean-cut Blue Ribbon and assists in smashing up his once-prized muscle car in front of the students.