Kira’s skin starts to age rapidly, dry out and crumble away. But then she discovers that she can replace her own skin with somebody else’s.
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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).
Having eluded the authorities after a series of grisly murders, the pair find sanctuary at the palatial home of Granny Ruth, an eccentric philanthropist who rallies the cause of “Unique Individuals”. But even amongst “friends” the pair soon find themselves having to confront their murderous past.