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When a bored-with-life English teacher meets a West Coast Swing champion dancer, they have an instant connection. Both feel that the other can fulfill what was missing in their lives. But Jessica’s got a workaholic fiancée who’s not a bad guy when he’s not on his Blackberry, and Jake’s got his former partner Corinne, who just won’t let Jake away from the dangling carrot of a rekindled relationship. Jake and Jessica must try to elude all obstacles, romantic or otherwise, to stay focused on the goal - winning the World Title and winning each other. Will they give in to the pressure or come out like champs?

A modern-day version of George Bernard Shaw’s Pygmalion, where Zack Siler (Freddie Prinze, Jr.), is a Los Angeles high school hunk who’s been dumped by his popular, but mean-spirited, girlfriend Taylor Vaughn (Jodi Lynn O’Keefe) for a famous volleyball player (Matthew Lillard). Frustrated, Zack accepts a bet from his friends that he can turn Laney Boggs (Rachel Leigh Cook), a geeky girl into the school’s prom queen. Naturally he falls in love with her which leads to other complications from each other’s friends and enemies alike.

Vincent Sforza works for a research company, and he has been put in charge of locating several people who were part of an old experiment from the 1970s, in which a group of college students were given a dose of a chemical called LOT-6. Apparently, the victims of the experiment have won a class action lawsuit and need to be found so that a check can be issued.  Included on the list is teenager Charlene “Charlie” McGee, the child of two of the dead participants in the experiment. When Charlie was a kid, Charlie’s mother Vicky was murdered by thugs who worked for the Shop, the corrupt government department that wanted to do experiments on Charlie. Charlie’s father Andy was killed by John Rainbird, a killer who had been hired by the shop. Ever since then, Charlie has been in hiding to protect herself. When Vincent finally locates Charlie, he sets into motion a deadly series of events. It turns out that there really isn’t a class action lawsuit settlement.  It seems that John Rainbird, who was thought to be burned to death, is still alive, scarred from the burns, and nutty as ever — and he’s looking for Charlie, because he’s still obsessed with her. Rainbird has been using the lie about a class action lawsuit to lure the original LOT-6 experiment’s victims out of hiding so these victims can be killed one by one. Charlie gets help from James Richardson, one of the victims of the LOT-6 experiment. The experiment has given James the ability to tell the future. When Vincent discovers that he’s been duped into luring Charlie back to Rainbird, Vincent also decides to help Charlie. John’s been working on perfecting the LOT experiments, and has created 6 young boys with powerful abilities. One has the power of suggestion, another can sense truth and deception, two can move things with their mind, one has the destructive voice from hell, and the most dangerous is a boy who can suck the life and energy from anybody or anything. And they’re after Charlie. Rainbird is also using these children to rob a bank as a test of warfare in the new decade. Now with Vince and James on her side, Charlie must decide whether to keep running, or fight Rainbird to the end.