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| Lynn Redgrave | Miss McVane |
| Gaby Hoffman | Odette |
| Kirsten Dunst | Verena von Stefan |
| Monica Keena | Tinka Parker |
| Merritt Wever | Maureen ''Momo'' Haines |
| Heather Matarazzo | Theresa ''Tweety'' Goldberg |
| Rachael Leigh Cook | Abigail ''Abby'' Sawyer |
| Vincent Kartheiser | Snake |
| Tom Guiry | ''Frosty'' Frost |
| Matthew Lawrence | Dennis |
| Robert Bockstael | Frank Dewey |
| Robin Dunne | Todd Winslow |
| Aaron Poole | Beagle |
| Caterina Scorsone | Susie |
| Danny Smith | Groundhog |
During the early 1960s, high school teen Odette Sinclair is transferred, to her great dismay, from a coed institution to an all-girls New England boarding school. After learning that plans are in the works to merge Miss Godard's School for Girls with a nearby boys institution, she and her sorority sister, Verena von Stefan, go on strike against the school. Throughout, the pair are pitted against meddling school monitor Abigail Sawyer .
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