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| Gregory Smith | Holden Donovan |
| Stephanie Sherrin | Charlotte Pratt |
| Nicole Richie | Kelly Stepford |
| Malik Yoba | Will Drucker |
| Julie Bowen | Principal Weller |
| Caitlin Wachs | Katie Carmichael |
| Emy Coligado | Emily Chua |
| Chris Morris | chuck McGinn |
| Alex Anfanger | Lawrence Reitzer |
| Adam Arkin | Ed Mumsford |
| George Wendt | Coach Thompson |
| Andrew Shaifer | Kip Stratton |
| Rosanna Arquette | Abby Pratt |
| Elizabeth Perkins | Sondra Carmichael |
| Charles Shaughnessy | Sergeant Carmichael |
| W. Earl Brown | Boss McGinn |
| Kim Coles | Loretta Jenkins |
| Samantha Mathis | Jennifer Rose |
| Jeff Chase | Asst. Coach Fasso |
With hopes of becoming the superintendent of her school district, Principal Weller takes a hard-line stance against any act or behavior that she deems an insurrection. However, almost everything her students do to express themselves is problematic to Weller. Tired of being silenced and kept down, one high-school senior, Holden Donovan, rallies his classmates from all different social groups to join in protest against Weller's attacks on their personal freedoms.
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