Luke McNamara (JOSHUA JACKSON) is a pre-law student at New Haven, an Ivy League university filled with young men and women from upper-crust families. Unlike his classmates, however, Luke is a middle class "townie" who had to work hard to gain admittance and continuously worries how he'll pay for his current and future education.
Despite his lack of a silver spoon, however, Luke is in contention to be accepted into the Skulls, a secret fraternal organization on campus. They only choose the most promising students and are well known for fiercely guarding their privacy and anything to do with their organization and members.
Luke's close friends, roommate Will (HILL HARPER), a budding journalist, and Chloe (LESLIE BIBB), the girl of his dreams, aren't crazy about him joining any such secret society despite knowing that by doing so, he'll be set for the rest of his life. Nevertheless, when the opportunity is presented to him, Luke accepts and shows up for his initiation rites.
There, he meets another pledge, Caleb Mandrake (PAUL WALKER), the son of Litten Mandrake (CRAIG T. NELSON), the Chairman of the Skulls and aspiring federal judge, as well as Martin Lombard (CHRISTOPHER McDONALD), a university official, and Senator Ames Levritt (WILLIAM PETERSEN) who takes an immediate liking to Luke.
After learning about the secret society and its rules that supersede those of the outside world, Luke and Caleb are accepted as members, and are sworn to secrecy about anything and everything to do with the organization. While Luke's new life seems good at first - his bank account is newly flush and there are plenty of other perks - things take a sudden turn for the worse.
As such, when Luke comes across a suspicious suicide that might possibly be linked to the Skulls, the young man has to decide where his allegiances lie. With pressure mounting from all sides to either keep quiet or fess up - including from the local police and Detective Sparrow (STEVE HARRIS) -- Luke, with help from his friends, must figure out what to do as his predicament becomes increasingly precarious.