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==Plot==
One evening at Herrington High School in [[Ohio]], a few teachers, the head football [[Coach (sport)|coach]] and the [[school principal|principal]] leave after discussions about the school's budget. Having left her keys behind, Principal Drake ([[Bebe Neuwirth]]) returns to retrieve them. In her office, she is barred from leaving by the Coach Willis ([[Robert Patrick]]) who becomes increasingly erratic, then impulsively stakes a pencil through her hand and Drake facially slashes Willis with keys. Drake flees to the main school doors
The following morning, the film's protagonist students are introduced. Casey Connor ([[Elijah Wood]]), a dedicated but perpetually harrassed and routinely bullied [[photographer]] for the school newspaper, is the unappreciated friend of Delilah Profitt ([[Jordana Brewster]]) (the paper's [[editor-in-chief]] and head [[Cheerleading|cheerleader]]). Delilah's boyfriend Stan Rosado ([[Shawn Hatosy]]) is contemplating quitting the school's football team to pursue more academic ambitions, to Delilah's disapproval. Zeke Tyler ([[Josh Hartnett]]), a student repeating his senior year who sells, among other illegal items, a powdery [[MDMA|ecstasy]]-like drug he manufactures and distributes, is confronted by Miss Elizabeth Burke ([[Famke Janssen]]), who expresses concern for him over his illegal activities.
While eating lunch on the football field, Casey notices a strange creature on the field. He takes it to Professor Furlong ([[Jon Stewart]]), where the specimen is examined and believed to be a new species of [[cephalopod]]-specific parasite called a [[mesozoan]]. Delilah takes Casey into the teacher's lounge to find a story for the front page, where they hide in a closet. They witness the coach and the drama teacher assault the [[School nursing|school nurse]] ([[Salma Hayek]]) by forcing one of the creatures into her ear. They also find the body of Mrs. Brummel (Susan Willis). Casey and Delilah flee, and Casey calls the police. Principal Drake claims nothing is wrong and that Casey is seeking attention.
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The next day, Casey tells the others that he believes the teachers are being controlled by [[Extraterrestrial life|aliens]] and goes to show them the creature he found, which is gone. When confronting Professor Furlong about the creature, he becomes defensive and attempts to infect them. Zeke cuts off Furlong's fingers and then injects his homemade drugs into Furlong's eye, seemingly killing him.
Concerned about Casey's suggestion that everyone at the school could potentially be infected, Zeke takes everyone he trusts to his house where he
Acting on Stokes' speculation that killing the queen alien would revert everyone to normal, the group returns to the school, where their [[American football|football]] team is playing a game and infecting opposing players. Believing Principal Drake to be the queen, they isolate her in the gym and
Casey returns to the gym, where Marybeth reveals herself to be the queen, having faked taking the test earlier. Casey and Stokes flee to the swimming pool where Stokes is injured and infected. Zeke and Casey go to the locker room, where Marybeth reverts to her human disguise, naked. She explains that she is taking over Earth because her own planet is dying. Zeke is thrown into a locker and rendered unconscious. Casey takes the drug and tricks Marybeth into following him into the retracting [[bleachers]]. Casey traps Marybeth and stabs the drug into her eye, killing her.
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