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NOTE: This spoiler was submitted by Sandee.

At the University of Los Angeles, new freshman Sara Mathews (Minka Kelly) is moving into her dorm. Her roommate isn’t there yet, so Sara chooses her side of the room and settles in. She meets another freshman, Tracy (Ali Michalka) and her roommate Kim, and the 3 go to a frat party. Sara drinks and dances and catches the eye of the drummer in the band. As she leaves the floor, she turns and the drummer runs into her, spilling beer all over her shirt. He introduces himself as Stephen (Cam Gigandet), and he is in the fraternity and also a student. As the chat, they see drunk Tracy lift her shirt and flash the party, and they decide to take her home. She thanks him and kisses him goodnight.

When she enters her room in the dark, she trips over luggage—her roommate Rebecca has moved in. She sleeps off her drunken state and wakes the next day to actually meet Rebecca (Leighton Meester). They shop together at the bookstore for supplies, and Sara’s phone rings-she sees it is Jason, and explains to Rebecca that he was her boyfriend, but she broke up with him. They both applied to college, and Sara got into Brown, but Jason didn’t. So, they decided to go to ULA together. A week ago, Brown had an opening for Jason, and he took it, even though Sara passed up her chance to go there because of him. She declines the call, and when they are back in the room, they look at each other’s art: Sara is a fashion design major, and Rebecca is an art major. Rebecca likes Sara’s portfolio, but when Sara asks to see Rebecca’s sketch book, she says no—she doesn’t share it until it is finished; “it is part of my process”, she explains.

Sara goes to a fashion design class, and is late, and stands at the door. Professor Roberts (Billy Zane) lectures, and after class, Sara asks him if he will sign a waiver and add her to the class, as it is full. He days no, but tells her she can take it in one of the other 3 sections. Sara says that she’d rather wait until next year so she can take it with him. He changes his mind and signs her in, saying that she has 2 things he cannot teach: style and desire.

Tracy stops by Sara and Rebecca’s room and invites them to go to a club with her; Rebecca declines. Sara goes, and puts her phone in Tracy’s purse for the evening. A guy hits on Tracy, and after a while, Sara notices that she is gone. Without a phone or purse, she is stuck. She walks to a diner and calls Rebecca collect. She comes, and they order pancakes, and Rebecca says she is taking her to see the sights of the big city tomorrow. They go to a gallery and Rebecca explains that the artist, Richard Price is her favorite. Sara looks at Rebecca’s favorite painting, and is a bit disturbed by the image, but just smiles. They walk past a tattoo store, and Rebecca says she could never do that, and Sara tells her it’s no big deal—she has a tattoo. She shows Rebecca: it is above her breast, and says “Emily”. Emily was Sara’s older sister, who died when Sara was 9 years old. Sara goes jogging, and Rebecca looks through her stuff, and puts on her perfume and the necklace. When Sara returns, she tells her she can borrow anything of hers, EXCEPT that necklace, as it is the only thing she saved of her sister’s.

Sara finds a kitten and sneaks it into the dorm. Rebecca likes it, too, and says they should keep it. They name it Cuddles, and they share him.

Stephen comes to the coffee house where Sara has gotten a job. It’s her first day, and she blows up a blenderful of smoothie. He asks her out to dinner and she accepts. At home, Rebecca is all dressed up, and got them tickets to a gallery show of the artist Richard Price. Sara tells her she already has plans…seeing Rebecca’s sad face, she says she’ll cancel and goes with Rebecca. Sara sends Stephen a quick text and cancels their dinner date.

The next day, Sara gets a text from an older friend, Irene (Danneel Harris), who is also from her home town and a fashion major grad. She is a stylist, and travels all over the world. She lives in LA, and she and Sara are going to get together. Sara drops in on Stephen studying in the library, and asks him out to dinner.

That night, Tracy goes in the dorm shower, and the lights go out. She checks the room but finds nothing. The lights go back on and she returns to her shower, and is attacked—she’s smothered by someone holding the shower curtain down over her, and the person whispers in her ear, “You are a bad influence on her, you trashy party whore”. And then she tells her if she tells anyone about this, she will kill her, and then rips out Tracy’s belly ring and throws it at her. Tracy is crying, left on the shower floor.

Rebecca is frantic in the dorm room-it is 1am, and Sara isn’t home. She keeps calling her cell phone, and finally she hears Sara in the hall. As Sara and Stephen kiss, Rebecca comes out and yells at her, wanting to know where she’s been, and that she was worried. Sara and Stephen looked at each other—thinking that this is strange. Sara tells her she doesn’t need to call or worry again.

Walking to class, Sara passes Tracy and asks her why she moved? Tracy tells her that she switched dorms because it had a better vibe. Rebecca joins them and Tracy looks scared and leaves mid-sentence. Rebecca just says that she was always a flake.

Sara and Stephen are in a park, looking at a view of L.A. after a date. She asks him if they are going to her place, with a twin bed and a roommate, or his? They go to his room, and make love; Rebecca is back in the dorm, frantic again since Sara isn’t home. She doesn’t call her this time. She hears a phone ring-it’s is Sara’s phone, which she has left behind. The i.d. says it is Jason. Rebecca answers it, and mumbles while Jason talks. She whispers and tells him she misses touching him and asks if he misses touching her. While he talks, she masturbates, and then tells him, “Don’t ever call me again!”, and hangs up.

Since the R.A. caught them with the cat, Sara walks to Irene’s and asks her if she wants Cuddles. She says no because she travels too much. She gives Sara a bunch of expensive hand-me-down clothes, and tells her she should move in with her, as the place is enormous, she travels a lot, and then she could keep the cat. Sara thinks it’s a terrific idea. When she returns to the dorm, Sara tells Rebecca, and Rebecca freaks out. Sara tells her to relax, that it is just something to think about…and if she does move, they can keep the cat. When Sara leaves the room, Rebecca takes the cat with her to the laundry room, and puts the cat in the dryer, puts in coins, and starts it up. She hits herself in the face quite hard, leaving bruises. She also bruises her arms and legs, and slices her stomach with Sara’s art blade. She waits for Sara to return, and when Sara sees the blood, Rebecca tells her that the cat got away and when she went looking for it, she was jumped and beaten. Sara tells her to go to the police, but she refuses. Sara cleans her up and helps with her wound.

Professor Roberts asks Sara to stay after class. He tells her that when he goes to Fashion Week in Paris, the budget allows him to take an assistant and would she like to go? Before she can answer, he leans in and kisses her. She pushes him away and leaves, disgusted. She tells Rebecca about it, and how sick it was, especially since he is married.

Rebecca pays him a visit, pretending that she wants to add his class. She says she’ll do anything, and when he tells her to kiss him, she starts screaming, and yelling, “No! Stop! Ouch, you’re hurting me!” She shows him that she has recorded the whole conversation, and leaves. In the morning, Sara has a substitute for her class; Professor Roberts is on a leave of absence. She explains to Rebecca that the gossip is that someone played a recording of him hitting on a student, just like he did to Sara, to the dean, and that he won’t be back.

Sara joins Rebecca for Thanksgiving at her family’s estate. It is huge, and obvious that she has a wealthy family. Her parents are surprised she is home, as she didn’t call and say she was coming. The next day, Rebecca is going to show Sara around town. Her mother speaks to Sara when Rebecca isn’t there, and asks if she is taking her medication.

The two girls sight-see and go for coffee at Rebecca’s favorite place. A group of girls come in and glares at Rebecca. She says they are girls she knew from high school. Rebecca is uncomfortable and they leave. On the way out, one girl tells Rebecca, “You were never my friend”.

When they get back to the dorm, Sara gets a text that Irene is back in town. Rebecca tells her she feels inspired, and is going to the studio to sketch, and not wait up. She leaves, and Sara looks through her stuff—finds a prescription. It is for medication used to treat psychotic problems like schizophrenia and bi-polar syndrome. She and Stephen think that maybe it is time to move in Irene’s place.

Rebecca didn’t go to the studio-she went to a club where Irene is dancing and drinking. She hits on her in the restroom, and they decide to go back to Irene’s. In the morning, she is back at the dorm. Sara starts to tell her that she is moving out, but then Rebecca begs her to go with her to get a tattoo, before Sara has a chance to say anything. She goes with Rebecca and waits. When she is done, she asks to see the tattoo—it is a replica of Sara’s, that says “Emily” above her breast. She says, “Now you can think of me as your sister”. Sara is sickened, and runs out. She packs and takes a cab over to Stephen’s frat house to stay until Irene returns to town; she has called Irene but just gets her machine, and assumes she is away again. While packing, she can’t find her necklace, but won’t go back and look for it.

Jason comes to town and leaves a message on Sara’s phone; she never answers it. He goes to her dorm and slips a note under the door that says he wants to see her and for her to come to his hotel room. Rebecca goes in the shower-as she showers, dark hair dye runs down her back; she is dying her hair to look like Sara.

She goes to Jason’s hotel and swipes a room key from a maid. She undresses and slips into bed behind sleeping Jason. He is groggy and starts to wake up. She kisses him, and straddles him. He wakes up, and sees the necklace and tattoo and smells the perfume, and assumes its Sara. Rebecca yells at him, “She doesn’t love you!”, and stabs him with Sara’s art blade.

There is a party at the frat house and Sara is supposed to meet Stephen at 10pm, but she is a no-show. He checks his phone and has a message form Sara: Irene is back and needs her, so she is going there and wants him to meet her there.

Sara arrives and sees Irene’s door is ajar. Alarmed, she carefully enters and looks for Irene. She goes in the bedroom, and Irene screams—she is tied up to the bed and gagged. Rebecca is there with a gun pointed at Sara, and tells her to sit down. She says that all she ever wanted was to be her friend, and that is why she got rid of Tracy, the cat and Professor Roberts. Sara tries to calm her and tell her she is her friend, and asks her to forgive her, and then Stephen comes in and tried to grab the gun. A big fight breaks out, and Stephen is knocked out. The gun goes sliding out the room, and Sara and Rebecca fight, turning over furniture. Rebecca goes to get the gun, and Sara locks her out of the bedroom. She tries to free Irene, but Rebecca gets the gun and begins shooting at the door. Irene tells her to go out the window, but there is no fire escape and they are up quite high. She is at the window, when Rebecca shoots her way in, and Sara falls out, clinging to the curtain. Stephen attacks Rebecca from behind and knocks her out. He pulls Sara back up and as she is about to climb in the window, Rebecca hits Stephen hard, and he is unconscious. She pulls Sara in, and Sara hits Rebecca. They fight again, and Sara gets the gun. She holds it pointed at Rebecca, but Rebecca doesn’t think she’ll shoot. She does, but the gun is empty. Rebecca screams, and lunges at Sara. They fight and the purse is knocked over, spilling the contents, which include Sara’s art blade. Rebecca chokes Sara, and Sara struggles to grab the blade. She does, and stabs Rebecca in the back, saying, “I was never your friend”. She goes to Stephen, who is just coming around, then gets her necklace back from Rebecca, who dies, and there are sirens in the background.

Sara moves into a new dorm, and Stephen joins her in her new room. She asks him to help her with one thing: they slide the other bed out in the hall and leave it there.

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