Written by Scott Rosenberg (Things to Do in Denver When You're Dead (1995), Con Air (1997) and High Fidelity (2000)) and directed by David Nutter (TV's 21 Jump Street, Entourage and The X Files), this science fiction thriller is a sly cross between The Stepford Wives (1974) and Invasion of the Body Snatchers (1978). Not all of it works, but it does have it's moments throughout. Set in the idyllic coastal town of Cradle Bay in Washington. High School Major Steve Clark (James Marsden) and his family have just move to the town, and he instantly makes friends with Gavin Strick (Nick Stahl), U.V. (Chad E. Donella), and Rachel Wagner (Katie Holmes), all outcasts at the local high school. The popular kids are in a group known as the Blue Ribbons, who are all taking part in a special programme ran by Dr. Caldicott (Bruce Greenwood). Steve is skeptical of this, even more so when Gavin ends up joining the Blue Ribbons, and his attitude changes for the worse too. However, Steve meets janitor Dorian (William Sadler) who spills the beans. It's better than it's reputation makes out, but stuff like this has all been seen before elsewhere, and in some cases, done better. However, it does play the normal people against deadly invaders quite well in places, but the tone of the film is all over the place, and it can't settle down for one single tone throughout.