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| Will Estes | Chris |
| Kevin Christy | Clip |
| Todd Field | Walsh |
| Melissa George | Amanda |
| Raymond J. Barry | Edwards |
| Gabriel Mann | Wilson |
| Blake Shields |
Maddox - bright but disenchanted, creative yet restless - views school as confining, even oppressive. He goes so far as to compare its environment to that of an asylum, with the students viewed as inmates. Maddox enlists a group of students to revolt against their educators in a solemn attempt to change school policy and curriculum. Maddox begins distributing propaganda throughout the school and captures the entire student body.
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