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Sara Matthews (Minka Kelly) is starting her freshman year of college at ULA. Upon arrival, she meets Tracy Morgan (Aly Michalka), an avid party-goer, and Stephen Morterelli (Cam Gigandet), a drummer, fraternity brother and love interest. After a party at Stephen's fraternity house, Sara arrives back at her dorm late at night and meets Rebecca Evans (Leighton Meester), her new roommate.

Initially, the girls get along very well and begin to bond. Rebecca learns that Sara had an older sister, Emily, who died when Sara was nine. She has a necklace of Emily's as well as her sister's name tattooed on her chest. She also has an ex-boyfriend, Jason (Matt Lanter), who keeps calling her to try to reconcile. As time goes on, Rebecca's obsession with Sara grows and she becomes more disturbed. She tries to isolate Sara by driving away anyone who could come between them. It is implied that the night they met, Rebecca was sitting in the dark waiting for Sara to come home. Tracy invites Sara to a dance/bar club but leaves her there, who eventually calls Rebecca for a ride.

Later, Rebecca attacks Tracy in the shower and threatens to kill her unless she stays away from Sara (she even rips Tracy's belly ring from her belly button). This leads Tracy, now fearing for her life, to move to another dorm. When Sara leaves her phone in her room while out on a date with Stephen, Rebecca hears it ring and answers only to find it is Jason on the other end. Impersonating Sara, she masturbates to Jason's voice and then tells Jason never to call her (Sara) again.

For several weeks afterwards, Jason does not call Sara. When Sara's philandering interior design professor (Billy Zane) kisses her, Rebecca seeks him out and seduces him, while recording their dialogue on a tape recorder to make it look like he was assaulting her. Sara, oblivious to what Rebecca has done, is surprised to find out the next day in class that she has a new professor. When one of Sara's friends, Irene (Danneel Ackles), invites Sara to move in to her place, Rebecca kills the kitten Sara rescued by putting it in a laundry room dryer and pretending that it had run away. Rebecca beats herself up to look like she was assaulted by a street thug while looking for their kitten. Sara, feeling bad for Rebecca, decides to spend Thanksgiving with her and Rebecca's family.

Rebecca's folks (Frances Fisher and Tomas Arana) are happy to see their daughter, who didn't call to announce both of them were coming. During her stay, Sara overhears a conversation between Rebecca and her father, hinting Rebecca has had trouble in the past making friends. Later, Rebecca's mother inadvertently mentions Rebecca is supposed to be taking medication. When the girls go out to a coffee shop, they bump into Maria (Nina Dobrev), who, it is insinuated, was in the same situation with Rebecca that Sara is in, before Rebecca met Sara. As they are leaving, Maria tells Rebecca with unease, "We were never friends."

After Thanksgiving break, Sara learns that Irene has returned from a fashion tour. When Rebecca goes out to "draw at the studio", Sara and Stephen find from her drawers a bottle of pills of Zyprexa. They found out that it is used to treat schizophrenia and Bipolar disorder, but, as the bottle is full, Rebecca has not been taking them.

At a club, Rebecca and Irene meet, the latter unaware that Rebecca is Sara's roommate. Rebecca knows that Irene is attracted to girls, and seduces her, going with Irene back to her place, ostensibly to hook up. The last straw comes when Sara and Rebecca go to a tattoo parlor and the latter gets Sara's sister's name in the exact same place. Sara, shocked, runs off. She packs all her things, except her sister's necklace, which she can't find, and moves in with Stephen at his fraternity house. Later, Stephen and Sara find Rebecca's sketchbook filled with sketches of Sara.

In the midst of all this, Jason has arrived at Sara's dorm. He slips a note under her door saying he wants to see her and where he is staying. Rebecca, reading the note, poses as Sara with her sister's necklace, the tattoo she got, and the newly dyed hair, goes to Jason's hotel room, and stabs him to death with a boxcutter.

Eventually, all scenes converge when Sara gets a text from Irene's phone saying she needs her right away. She in turn leaves a voicemail on Stephen's phone telling him she will be at Irene's place. When she gets there, she finds Irene held hostage by Rebecca with a pistol. She reveals to Sara that she was responsible for what happened to Tracy, the professor, Jason, and the kitten and that she did it all because she wanted to win Sara's friendship. When Sara apologizes, Rebecca forgives her but wants to kill Irene. The two begin fighting, and Stephen arrives just in time to help stop Rebecca from pulling the trigger on Irene.

However, in the ongoing struggle, gunshots are fired, Stephen is knocked unconscious and Sara is left dangling out of the window several stories above the ground. Although Rebecca pulls Sara back to safety, Sara nonetheless reaches for the pistol to shoot Rebecca; however, the cartridge is empty. Rebecca, enraged that her so-called friend would shoot her, attacks Sara in insanity and attempts to strangle her. Sara reaches for a boxcutter and, saying, "You were never my friend," (echoing Maria's words from earlier in the film), stabs Rebecca in the back, killing her. She retrieves Emily's necklace back from her.

Sara remains at school, and moves back into her dorm. With Stephen's help, she moves the extra bed out of her room, proclaiming that she does not want a roommate for a while.

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