In Bogota, Colombia, a terrorist by the name of Luis Cali has taken over the Palace of Justice with a team of thirteen Colombian mercenaries, himself included. Because the United States Government has captured his drug kingpin father, Enrique Cali, and extradited him to the US to stand trial, a furious Luis makes a point by throwing a woman off the balcony, and then tossing a judge from the terrorists' escape helicopter.

In the United States, the Regis High School is a prep school which plays home to many teenage boys who have extremely wealthy and important fathers, such as politicians, bank chairmen and top military personnel; however the students at the Regis are those who have been deemed not suited to the rest of the upper-class private school system due to their rebellious natures. Many of the teenage boys at Regis have been kicked out of every other school they have attended, and for this reason the school has the nickname "Rejects High School". Some of the students even play regular pranks on the staff and local Sheriff, most notoriously a group consisting of students Billy Tepper, Joey Trotta, Hank Giles, Ricardo Montoya, and Jonathan "Snuffy" Bradberry. The teens are watched over by their teachers, especially stern but well-meaning Dean Parker.

Having so far escaped detection during their flight from Colombia, Cali's gang crosses the United States-Mexico border to the US, in a 2-1/2 ton truck carrying a cache of weaponry. The terrorists are almost apprehended by a US Customs patrol, but Cali's second-in-command, an American named Jack Thorpe, quickly uses his MP5SF to silently dispatch the officers.

The father of Phil Donoghue, Billy's and Joey's friend and roommate, is the federal judge that is presiding over Enrique Cali's trial. In the meantime, a pair of deputy United States Marshals have taken him out of the school so that he and his family could be placed in protective custody for the course of the trial. Unaware that young Donoghue has been removed, Luis Cali invades the school, thinking the son of the judge would be a good bargaining chip. He has his men wire C4 explosives all over the school, and also connect them to remote detonators. Cali vows to blow up the entire school if his father is not released. When he finds out that Donoghue is gone, but that the parents of many of the other students are influential social, economical and political figures, he takes the entire student body of the Regis school hostage to give his cause more leverage.

The local Sheriff attempts to negotiate but he is driven off by .50 calibre machine gun fire with armor-piercing rounds and anti-tank missiles, and barely escapes alive. The situation is elevated to that of a national crisis. After that, US Army and FBI surround the school, setting up observation positions and an assault force at a staging area five minutes away. They are ordered however by the President to hold back in order so that none of the students are killed.

Dean Parker advises the federal authorities that the students inside are rebels against authority, but his pleas are ignored. While this is all going on, Billy and his friends decide to covertly fight back against the terrorists. Though Luis Cali's men have imposed strict discipline, such as frequent head counts to discourage escaping, the students under, Billy's leadership use their expertise in skirting school administration to try to get crucial information to the US authorities on the outside. When Billy does manage to sneak out and reach federal authorities, they refuse to allow him to return. But he manages to escape their custody and return to the school just as Cali is picking students to shoot because of the missing Billy during the head count.

When Luis Cali realizes that hostage Joey is the son of a Mafia boss, he decides to release him, out of respect for Don Albert Trotta. However, Joey has disowned his criminal father and refuses to leave his dorm-mates who have become close family to him. During a brief scuffle with the terrorist trying to escort him out, Joey seizes an AK-47 assault rifle and tries to shoot his captors, but is unable to control the recoil and is killed by one of the terrorists. As Dean Parker and others arrive to take Joey's body away, Cali maintains that the death was unintentional. However, Albert Trotta believes that his son's death was in cold blood and directs his gang members in the prison to murder Enrique Cali in retaliation. In turn, the students and US authorities realize that Luis Cali will blow up the school upon hearing news of his father's death, so they draw up an immediate rescue plan using the information given to them by Billy and his friends.

At dawn, US Special Forces storm the school covertly, first using silenced snipers to pick off the terrorist guards on the roof. Dean Parker also enters the campus on the trail of the US commandos. Billy and his friends meanwhile sabotage the wired explosives, incapacitate several terrorists by force of numbers and surprise attacks, and remove the students and headmaster to a secret basement chamber. Cali's men are soon overwhelmed by the assault, with Jack Thorpe being killed by an AH-64 Apache's chaingun, and US troops rappelling down from a UH-60 Black Hawk to quickly secure most of the school. Realizing that he is losing and that his bomb detonator is disabled, Luis Cali takes Billy Tepper at gunpoint and holds him in the headmaster's office. However, Parker breaks in and gets wounded by Luis, who is then immediately killed by a US commando by being shot through the head. Billy and Dean Parker end up with a better understanding of each other, as Billy acknowledges that Parker saved his life, and Parker acknowledges that Billy saved the school.

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