Mischa Barton plays Mary Bradford, a young girl sent off to a boarding school for girls. She’s quiet, almost timid, and keeps her emotions bottled up inside. We learn that her mother has passed away and her father is too preoccupied to spend much time with her. She arrives as the "new kid in school" and is assigned to be a roommate of two attractive girls, Pauline (Piper Perabo) and Victoria (Jessica Pare). All the girls carry some sort of emotional baggage, the worst being Pauline. She’s adopted and has never warmed up to whom she refers to as her "fake" mother. However, her real mother never wants to meet her. The two girls readily accept Mary into their lives but hide one aspect of their relationship, at least for a while. However, it doesn’t take long before Mary figures out that her roommates may be more than friends. First she sees them kissing in the middle of the night, and later she finds the two together in bed. Mary simply says nothing and turns the other way. She accepts them like they accepted her.

All goes fine until the other girls in the school find out about Pauline and Victoria. Victoria comes from a rich, straight-laced family and can’t stand the prospect of having to face her relationship with her family. She puts her image ahead of her emotions, abandons Pauline, and immediately starts dating a boy to squash the rumors. Pauline is crushed by the betrayal, and what transpires is a slow and steady downhill emotional slide as she fights to get Victoria back. On the surface this may seem like a titillating story about teenage lesbians, but it’s really a tale about the need to be loved and the devastation of being abandoned. Pauline is so hurt, not because she’s attracted to girls, but because Victoria was the only one in her life that showed her love and now that’s gone.

Skillful direction and unique cinematography help to craft this unique story, but it’s the surprising performance of Piper Perabo that really makes it fly. It’s hard to believe that this is the same girl who starred in the dismal Coyote Ugly. This is a complete flip-flop in terms of acting roles. She plays the troubled Pauline with such intensity that you’d swear she was scared that this would be the last acting job she’d ever get (after Coyote Ugly it was quite possible). There are a few parts of the story that border on being melodramatic and somewhat foolish. In someone else’s hand these scenes may have been laughable. However, Piper plays them with such conviction that she turns a potentially awkward moment into something quite powerful. Angelina Jolie won an Oscar for her overrated work in Girl, Interrupted. This performance is comparable in terms of its subject, and the way she pulls it off is a significant step ahead.