A birthday prank goes fatally wrong. Three of the most beautiful, most popular girls at school "kidnap" their fourth clique member, Liz (Charlotte Roldan) with whom they planned to torture with a breakfast of pancakes. The three girls find out the hard way that a Jawbreaker and duct tape can kill. Courtney (Rose McGowan) takes the lead and decides on how to dispose of Liz's body. Julie (Rebecca Gayheart) and Marcie (Julia Benz) go along with Courtney's plan of making Liz's death look like a result of a depraved double life involving sex and torture. Things get complicated when the school nerd, Fern Mayo (Judy Greer) discovers the cover up. In exchange for silence, Courtney agrees to make Fern beautiful and popular. As the prom approaches, a power struggle between Courtney and Fern breaks out, and Courtney is threatened with being exposed at the prom. What results is a dark, comical Faustian tale of corruption, redemption and makeover madness.