A bright high-school senior has her impending status as valedictorian jeopardized when her bitter history teacher, Mrs. Tingle, gives her a poor grade on a project. When an attempt to get ahead in Mrs. Tingle's class goes awry, mayhem ensues and friendships, loyalties and trust are tested by the teacher's intricate mind-games.
| Actor | Role |
|---|---|
 Helen MirrenMrs. Tingle | Mrs. Tingle |
 Katie HolmesLeigh Ann Watson | Leigh Ann Watson |
 Barry WatsonLuke Churner | Luke Churner |
 Marisa CoughlanJo Lynn Jordan | Jo Lynn Jordan |
 Michael McKeanPrincipal Potter | Principal Potter |
 Jeffrey TamborCoach Wenchell | Coach Wenchell |
 Liz StauberTrudie Tucker | Trudie Tucker |
 Molly RingwaldMiss Banks | Miss Banks |
 Vivica A. FoxMiss Gold | Miss Gold |
| JJohn Patrick WhiteBrian Berry | Brian Berry |
 Robert GantProfessor | Professor |
 Lesley Ann WarrenFaye Watson (uncredited) | Faye Watson (uncredited) |
 Harvey SilverRoger (uncredited) | Roger (uncredited) |
 Alan HeitzStudent (uncredited) | Student (uncredited) |
 Brian KlugmanStudent (uncredited) | Student (uncredited) |
 Cherie JohnsonStudent (uncredited) | Student (uncredited) |
 Marissa Jaret WinokurStudent (uncredited) | Student (uncredited) |