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| Sara Foster | Amy Bradshaw |
| Jordana Brewster | Lucy Diamond |
| Devon Aoki | Dominique |
| Jill Ritchie | Janet |
| Meagan Good | Max Brewer |
| Michael Clarke Duncan | Mr. Phipps |
| Holland Taylor | Mrs. Petrie |
| Geoff Stults | Bobby Matthews |
| Jimmi Simpson | Scud |
| Jessica Cauffiel | Ninotchka Kaprova |
| Scoot McNairy | Stoner |
| Ryan Xavier | Hutch |
| Eric Bochniarz | David |
| Michael David Masters | Kirk |
Classmates Dominique, Janet, Amy and Max all have off-the-chart test scores. The girls' high aptitude, coupled with their killer looks, have earned them places in the D.E.B.S. agency, which recruits smart young teenagers for dangerous spy work. When their new boss needs to capture a dangerous villain who's on the loose, he gives this freshman D.E.B.S. team its first assignment.
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