The incident happened around 8 p.m. Thursday near Church Farm School in Exton, Pa.
The victims told police a red vehicle drove up in front of the school and, as they walked past, the driver allegedly offered to give them a ride.
When the victims refused, police say the driver replied "No, get in. I'll give you a ride."
Then, police say, the driver started circling the boys in an attempt to block their path.
The boys ran off and notified an adult.
The vehicle was last seen heading on East Lincoln Highway toward Route 202.
The red car was described as a Dodge Challenger or Charger. It had a grey interior, black door handles and possibly a black stripe on the truck or bumper.
The driver was described as an Asian male in his 40s with short, black hair. He also wore glasses and spoke with an accent, the victims told police.
Anyone with information is asked to contact the West Whiteland Township Police Department at (610) 363-0200 or (610) 692-5100.