In Colombia, terrorist Luis Cali takes over the Palace of Justice and demands the release of his father Enrique Cali. Told that his father has been extradited to the United States, Cali and several others head for the U.S. in a helicopter, but not before they have killed several innocent people.At The Regis High School, an exclusive prep school for boys, Billy and his friends Joey, Snuffy, Ricky and Hank like to play pranks, such as changing "Regis" on the school's sign to "Rejects". A number of the boys were expelled from other schools, and Billy was already expelled from several schools. Nevertheless, Dean Parker is willing to accept the challenge of making sure Billy graduates no matter what, but Billy is punished for various offenses by being put on "pots and pans" duty in the kitchen.The kitchen has a secret entrance to a basement chamber, which Billy and his friends use one night to drink colored vodka from mouthwash bottles and make a phone call, using an improvised phone, to a sex worker who tells the boys she wants to take off her clothes. Dean Parker sees a light on his phone, picks up the receiver, and hears the conversation. He manages to track the boys to their hideout, and there are consequences.Donoghue, nicknamed Phil, is one of the boys. He is escorted off campus because his father is the judge who will try Enrique Cali, so his entire family must be protected. Meanwhile, Luis and his associates kill border guards as they enter the country.Eventually, Luis and his gang arrive at The Regis School, kill the security guard and a faculty member, and take over the school. After finding out Donoghue is gone, Luis has to try something else. One of his people finds the student records and determines that Billy and his friends are sons of important men who will provide Luis with leverage to get his father out of prison. Explosives are rigged to blow up entire buildings, and one detonator is attached to Luis' wrist. Other members of the gang stand guard outside with guns.The sheriff responds and his car gets blown up. It is clear more help is needed, and the FBI and the army get involved. Deputy Director Brown is the FBI agent in charge of the operation, and he says the nation will not negotiate with terrorists as that encourages such incidents. General Kramer is in charge of soldiers. Dean Parker was off campus when everything happened and he provides advice.Luis lets some faculty and staff go, leaving 92 people in the dining room, where everyone is counted. Luis warns that everyone is free to do what they want as long as they return at the bell every hour to be counted. If one person is missing, five people will die.Billy and his friends start making plans for how to deal with the situation. They collect as much information as they can to pass on to the army and the FBI. At night, they share a dorm room with several other boys including Yogurt, who is a genius who can help the other disable the detonator. Yogurt's model spaceship can be used to do that, and it also provides a temporary distraction when Billy escapes with information.With enough distractions, Billy is able to get to a storm drain that allows him to exit campus unnoticed, and he meets up with the team planning the rescue mission. Billy is told not to go back, but he has to or people will be killed. He escapes in a vehicle, which allows him to get back just in time, but there are complications and a group is lined up to be shot when the count is one short. Wet from tripping in the storm drain, Billy takes off his clothes and shows up just in time claiming he was in the shower and could not hear the bell. The army is on its way and Parker follows.Joey, whose father is the mob boss Albert Trotta, gets his hands on a gun and tries to use it but is killed. Meanwhile, it is clear there will be no other way to rescue those at the school except to give Luis what he wants. His father is about to be released when there is a riot and Enrique is killed. The power is cut off to the campus and it is hoped Luis will not find out about his father and take revenge.. There is only one way to take back the school, and that means a risk that buildings will be blown up.Billy and Yogurt come up with a plan to disable the detonator, which is in the office with the model spaceship. This involves going from a restroom through vents in the ceiling. The boys succeed in carrying out their plan, but they have problems when one of Luis' team needs to use the restroom that they need to go back to.Dean Parker is confident that Billy can get everyone to that secret hideout where he found the boys earlier. It was built in 1881 for a building that is no longer standing, and that's when things were built to last. The hideout will survive if buildings are blown up.It is time for the army to attack, and this time, everyone who tries to fire is killed. Billy gets everyone into the hideout but he is still upstairs when he is caught. Luis tries to use the detonator and Yogurt's spaceship starts flying. Luis takes Billy hostage and Dean Parker arrives just in time to save him. Afterward, Billy is told that despite his heroic efforts, he will still be punished for his past deeds.Once the bad guys are taken out, all the boys are happy but Billy is missing. Then Billy shows up.