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The movie starts with our hero, Roy, narrating an introduction to our characters. First, we meet Kyle (Chris Evans) classic slacker.

He is trying to get into Cornell (pause to laugh) and needs at least a 1430 on the SAT. Next we meet Anna (Erika Christensen), the smartest girl in the movie.

She's trying to get into Brown, and is salutatorian (second in class). They're both taking the test, and when they hand it in, Anna looks fairly confident, but Kyle is reaching after his. Next we see Kyle talking to his counselor at school. It seems that he only got a 1020 to get into Cornell, and that's not high enough. His counselor advises him to think of a fall back school, but Kyle says that he doesn't have one.

Next we see Kyle talking to his friend Matty (Bryan Greenberg).

Matty is not much better off than Kyle as far as scores go, and he needs to do well so that he can get into the school his unseen girlfriend Sandy goes to. One night they decide that the only real way to do it is to steal the SAT scores from the company that makes the tests (this is also when we find out that Kyle told his family, including his ne'er-do-well brother (Matthew Lillard) that he did get that 1430). To do that, they need an inside girl and they find one in Francesca (Scarlet Johansson), the rebel daughter of the guy who runs the testing company.

They approach her in the library where she's working on her website, but she just brushes them off. They keep trying at a basketball game, and they manage to convince her there. Also while there, we meet Desmond (Darius Miles),

the star basketball player whose GPA is "whatever it takes to let him play." After the game, we see Anna and Desmond meeting reps of their desired schools (Brown and St. Johns, respectively). In both cases, the meetings mostly involve the parents speaking for their children while the kids just sit and listen, saying about one sentence total. After, we see Anna's mom simply oozing love and pride over her daughter and assuring her that she'll do better next time.

Anyway, the next day, Matty and Kyle are in the boys bathroom, and Kyle tells Matty that he has let Anna in on the heist, and that she won't take part in it, but she won't tell anyone either. They are interrupted by the presence of Roy (Leonardo Nam), who is basically a high-school version of Jay of Jay and Silent Bob. Reluctantly, Matty and Kyle let him in on the plan. At EST (the testing company), Matty and Kyle take the guise of mailroom workers and start wheeling around mail carts. When someone gets suspicious, Roy "a hidden genius" comes in claiming that they forgot their ID cards. Then, while Matty and Kyle look around for the test, Roy does much the same, only he's interrupted by an office worker who ends up sending him on a "Basic Instinct" type ride. Meanwhile, Kyle is wandering and is called into an office by Francesca's father, who (thinking he's a measly copy boy) gives him the answers (!) and tells him to send the master to one place and then bring a copy back to him (important). Kyle grabs Matty and goes to make the copy, but he ends up putting it in a paper shredder instead.

That night, everyone is moaning their separate moans, and Kyle bumps into Anna at a bus station. She tells him that she thought about, and she'll join, but only if Desmond can be in too. He agrees, and then he asks her why she didn't write anything on her test and handed it in blank. She says that she was fine until she got to this one story question about a woman who boards a train at midnight, followed by a man, and Then, she just stopped, unable to get beyond the thoughts, Who is this woman? Where is she going? Why is she heading there? What will happen to her?? and she couldn't do the rest of the test. While this is happening, Matty is in a diner where he gets a map of ETS from Francesca. She hangs around for a few minutes and seems to want to say something, but then she leaves and heads back home. At the same time, Desmond is having dinner with his mom when he gets a call on his cell from Roy. Roy is asking for a ride to Kyle's house for the planning, but when mom takes the cell, Roy quick changes his attitude to someone asking for a ride to the study group at 8 P.M. Tuesday night. This works, and the next night, they all gather at Kyle's house, which is now a big party, since his brother forgot not to have a party. Regardless, they gather in the brothers room, tell each other why they're there, find out Roy's a tech genius when Francesca's visual basic program stops working, and make their plans.

That Friday is the day of the heist. It starts with Francesca checking in with the security guard at the front desk after school. Later, Matty and Kyle sign in and head up to some office to wait for the building to close with Francesca while Anna, Desmond, and Roy wait outside. That night, the inner trio makes their way for the roof to break back into where the answers are. They don masks (old man for Kyle, headless for Francesca, scuba for Matty) and go back down a rope ladder into the area where the tests are. They duck past some cameras and head for the room where the answers are, but when they get there, the answers are already gone.

Despair rules until Kyle remembers that he was told to bring a copy back to the boss. They head for his office but are kept from the answers by a password. They call Desmond and have him call a florist to deliver flowers to Bernie, the night security guy. While Bernie's receiving the flowers, Anna, Desmond, and Roy break in and get to the office. Roy cracks the password but to see the test answers he needs three more user ID's and their passwords. This inspires Kyle to change the plan to them taking separate portions of the test and finding things out about their partners. Desmond and Roy do math and we learn that Roy's mom is dead and he lives alone while Desmond is afraid to talk to his mom, Francesca and Matty watch for the guard while Francesca helps Matty realize that Sandy (his girlfriend) isn't his anymore, and Kyle and Anna do the verbal while, well, we don't really learn anything. Regardless, they take the test and are all set to break out just as some guards come, causing Francesca to freeze up. Realizing she'd get arrested, Matty tells the others to go and he takes the wrap. Kyle tries to go back for him, but the others get him to leave.

Next morning: the aftermath. Matty is brooding in a jail cell over how things turned out. Francesca steals some money from her father and bails him out, though, leading them to a kiss. Anna walks into her house, steals her mom's coffee and bagel, and goes to bed. Roy and Desmond just go back to their homes, until Desmond comes to Roy's house with his mother, who tells Roy to get dressed and showered while she cooks him breakfast ? seems she's adopting him. Kyle gets back to his house and is greeted by his brother, who calls him on everything he just did (he left the map and plans on his brothers bed). They talk, and Kyle realizes that it doesn't matter whether or not he gets into Cornell ? his family would still love him.

A few days later, our heroes are arriving at school to take the SAT again. Anna gets dropped off by her mother, who is shouting at her about being out all night Friday, and Anna, though not saying it exactly, basically tells her to f*** off. She goes to the auditorium, where she meets up with Kyle, and she is followed by the rest of the gang. Big surprise though: none of them want the answers. Desmond and a cleaned-up Roy are afraid of Desmond's mom, Francesca got a 1400 or so last time anyway (she was just in it for kicks), and the rest of them just don't care. In light of this, Roy grabs the answers and heads for the boys? room, where he slips the answers under all the stalls, giving them to stoners like himself in hopes of getting a stoner at Harvard. In the end, we see that all the kids did well. Matty is working on becoming an actor and being happy with Francesca, who's at school with him and has just completed her first novel about six kids who try to steal the SAT (Narrator Roy says that if they make a movie out of it, he wants to be played by someone who's well-hung). Desmond got into St. Johns, just like he wanted in the first place. Anna didn't go to Brown, but instead is traveling Europe, like she wanted, and every time she gets on a train at midnight, she finds a guy, who just happens to be Kyle. As for Roy, he did great on the SAT, but his 0.0 GPA kinda negated the test score, so instead, Desmond's mom, "encouraged" him to go for a GED, which he got. He is now living in a Playboy mansion type house complete with hot girls and is now the designer of the worlds bestselling video game.


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