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Danielle (Julie Benz) is the leader of a clique of arrogant, mean high school girls; she and her rich friends Tiffany (Nicole Bilderback) and Brooke (Monica Keena) care only about their pampered selves (although Brooke has periodic misgivings). No one really hangs out with them except a dumb jock named Gavin, and the class nerd Jonathan, and poor Danielle is getting nowhere with the popular guy Drew (Jonathon Brandis), even after she and friends accidentally killed his last girlfriend. It’s been a year, and Drew still ignores her - but he doesn’t ignore the new foreign exchange student Katarina (Suzanna Urszuly). Since Katarina can’t take a hint, Danielle begins plotting her downfall. But there’s a slight problem: Danielle and her friends begin experiencing a level of high weirdness in which all three of them rapidly age. This serves to make Danielle more desperate than ever. She’ll sacrifice anything, even Drew, to get her youth and looks back.

Derry, Maine is a quiet town, terrorized every 30 years by a horror known only as “It”. The only victims of “It” are children. Through the form of a clown named Pennywise, “It” wakes up every 30 years and feeds. The adults of Derry act like “It” doesn’t happen. Ironically they know about “It”, but the events are too horrible to talk about. Seven outcasts, know as The Lucky Seven, Bill, Ben, Beverly, Eddie, Richie, Mike, and Stan are able to defeat “It” as children and make a pact to return and do battle again should the terror return. Now 30 years later, Mike Hanlon who stayed behind, is puzzled by a bizarre occurance of child murders. When he discovers that “It” has come back, he reunites what’s left of The Lucky Seven, now in their middle ages to do battle once again, and “It” is ready. The Lucky Seven must now defeat “It” and cure Derry of “The Derry Disease”.