Disturbing Behavior
Tags: insanity, violence, cult, brainwashing, murder

Plot synopsis:
Steve Clark (James Marsden) is a high school senior whose family moves to Cradle Bay, a picturesque island community in Washington state's Puget Sound. It has been nearly one year since Steve's older brother, Allen (Ethan Embry), committed suicide, which traumatized the family.
During Steve's first day at his new high school, he meets and befriends three outcast students, Gavin Strick (Nick Stahl), U.V. (Chad E. Donella), and Rachel "Rae" Wagner (Katie Holmes). Gavin tries to tell Steve that he believes there is something evil about the "Blue Ribbons"—a clique of students taking part in a "special program" led by the school psychologist, Dr. Caldicott (Bruce Greenwood). Later that day Steve witnesses a fight in class between a rebellious student, Dickey, and one of the Blue Ribbons. Dickey is later accosted at a secluded marina by the Blue Ribbons. He reappears at school as a clean-cut Blue Ribbon and assists in smashing his once-prized muscle car up in front of the students.
Steve goes to a local yogurt shoppe to meet Gavin, but the Blue Ribbons, keen to befriend him, invite him to sit with them. Gavin arrives to meet Steve, and takes him outside after a tense exchange with the group. Gavin shows a photograph of himself and several Blue Ribbons, who were until recently outcast/misfit types like him. The two eavesdrop on a parents meeting, where Gavin learns his parents have signed him up for Caldicott's program. Steve remains skeptical of Gavin's fears of the Blue Ribbons and the program, and wrestles a gun Gavin produces, which he planned to use against his expected abductors. Steve heads home.
The following day at lunch, Gavin walks in looking like a Blue Ribbon. When Steve tries to confront Gavin, he gets punched in the stomach for his impertinence. Later, after being chased home, Steve finds Blue Ribbon member Lorna Longley in his living room, ostensibly waiting up after tutoring Steve's younger sister Lindsay. She goes to use the bathroom, then emerges, partially undressed, and forcefully kisses Steve. Her heightened arousal causes her eye to glow red, startling Steve. Lorna starts saying "wrong, bad" then smashes her head into a mirror, attacks Steve with a mirror shard, then obliviously leaves the house. She is later seen undergoing treatment at a medical facility under Dr. Caldicott's direction.
During this time, Steve also befriends Dorian (William Sadler), the school janitor, who appears to be mentally disabled and hunts rats for the city for some extra cash. Dorian demonstrates a device called an E-Rat-icator which emits a soft, high pitched whine that is supposed to be innocuous but annoying to rats. Dorian tells Steve that he suspects that the entire community of Cradle Bay is part of a massive conspiracy made up of nearly all of the parents, the local police chief, the school principal and entire school faculty, who hired Dr. Caldicott to "re-program" their own children to become the perfect people that they want them to be and not free-thinkers. Rachel finds a CD-R disc that Gavin hid in the school's boiler room, containing a video he made of himself before his "transformation", telling about the history of the club and Caldicott's background. A Blue Ribbon known as "Chug" (A.J. Buckley) assaults Rachel in the basement, when Dorian's E-Rat-icator goes off, and immediately sends Chug into an agonized frenzy, during which Rachel slips away. Chug smashes the E-Rat-cator and walks out, apparently oblivious to what has just occurred.
During their personal investigation, Steve and Rachel try to find out what exactly has been happening to the Blue Ribbon kids, which leads them to a mental hospital called Bishop Flats following a lead on the disc. They find out that mind control is being used to make depressed, awkward and unruly teens become perfect so they can function properly in life, but the programming has some glitches that lead to momentary relapses and violent fits. Also at Bishop Flats, they find Caldicott's daughter, Betty (Julie Patzwald), a failed project who appears to have been lobotomized by her father's experiment.
After escaping from the hospital, Steve and Rachel return to Cradle Bay to plan to rescue Lindsay before fleeing town. They have a run-in with the town's police chief Cox (Steve Railsback) who is also involved in the conspiracy. He tries to arrest them for being out after curfew, but Dorian shows up under the pretense that he is disposing of dead rats, then knocks out the police chief and frees Steve and Rachel, telling them to leave town and go public with what they know. When Rachel and Steve return to Steve's home to get Lindsay, Steve's parents reveal that they have signed him up for the program. A group of Blue Ribbons ambush them and drag Steve and Rachel to the programming center. Steve grabs a scalpel before being strapped into a chair. Before the reprogramming can start, Steve uses the scalpel to cut his bonds and escape to rescue Rachel, killing the medical techs. On the way out, they fight and kill Chug, who has been left behind to guard them.
Exiting what turns out to be the town hospital's basement, Steve and Rachel are met by Lindsay and U.V. in Rachel's truck. Rushing to catch the early ferry, they meet with a roadblock made of Blue Ribbons and Caldicott on the road. When hope seems lost, Dorian drives up, striking Caldicott, and activating multiple E-Rat-icators that scramble the mind control tech inside the Blue Ribbons' heads. They chase after Dorian and try to destroy the E-Rat-icators. Dorian, having been fatally wounded by a gunshot from Caldicott, and believing the Blue Ribbons to be beyond help, drives his car off a cliff with most of the Blue Ribbons hanging onto it. A final battle ensues between Steve and Caldicott, which Steve wins by kicking Caldicott off the cliff. Steve and Rachel then leave town on the ferry with Lindsay and U.V. to begin a new life elsewhere without their parents.
The final scene shows a classroom in an urban high school with kids playing loud music, cursing, and acting up. They are informed that they have a new student teacher. The well-groomed teacher turns around after writing on the board and is revealed to be Gavin, with the Blue Ribbon "red twinkle" still active in his eye.

Review: The reverse theme of bad kids turning good was fascinating, and the paranoid performance by Nick Stahl was worth watching and intrigued me.
The first half of the film, which by itself I would have given an 8 or 9 out of 10, was more of a grown-up horror movie, where the situation and plot rather than actions dictated the fear of the audience.
When the new kid in town (Jason Marsden) stumbles upon a dark secret, it's up to him and a few other mistfits (Nick Stahl, Katie Holmes) to shut down the powers that be.There's loads of potential in this film that is, unfortunately, never capitalized upon.
Its 84 minute running time, in turn, is a redeeming feature.The director, David Nutter, spends much of the film building up ample amounts of atmosphere and is aided wonderfully by a brilliant score by fellow "X-Files" alumnus Mark Snow as well as some striking scenery thanks to it's Vancouver location.
The movie at least aims high, and even when it doesn't quite reach, it never bores.A passable sci-fi teen romp, "Disturbing Behavior" is entertaining late-night fodder that, surprisingly, will inspire repeat viewings.
The organization had its beginning with a deadly car wreck, and Dr. Edgar Caldicott played a large role in getting it started.This film reminds me of an episode of 'Smallville', except only the villains (who appear to be the good kids) have the super powers.
I really liked the music in Roscoe's Yogurt Shoppe and in the asylum (I'm referring to Barry Manilow).I actually found the bad kids appealing in this movie--Gavin, Rachel, and Dickie in particular.
Another good though brief performance came from Julie Patzwald as Betty Caldicott.This was a little on the violent side, but I guess for the type of movie it wasn't too bad.
When Steve joins the local high-school, the outcast Gavin Strick (Nick Stahl) befriends Steve and introduces his also rejected friend Rachel Wagner (Katie Holmes) to the newcomer.
Gavin exposes to Steve in the refectory the punks, the nerds and the different tribes of the school and he defends the weird theory that a sinister force changes the behavior of the annoyingly perfect "Blue Ribbons", a group of good students that wear identical jackets and gather in the Yogurt Shoppe.
Steve does not believe on Gavin words, but when his friend is submitted to the treatment of Dr. Edgar Caldicott (Bruce Greenwood) and immediately changes his behavior, joining the Blue Ribbons, Steve and Rachel decides to investigate the mystery discovering the dark secret of the perfect behavior."Disturbing Behavior" has an intriguing beginning, with a murder and a group of former troublemakers and potheads transformed in perfect students, like in the classic "Invasion of Body Snatchers".
Since it was an evening of surprisingly watchable movies up until then (Michael Chrictons 'Runaway' & Clint Eastwoods 'White hunter, black heart') this mix of teeny horror and x-files type paranoia sci-fi was just the kind of icing on the cake I needed before finally calling it a night.Even though it obviously suffers from some plot holes and studio interference, I must say that I still found it much better than other late 90's 'Scream' influenced (and included) teen horror revival stuff.
Disturbing Behavior is a difficult film for a serious movie critic to defend, primarily because of a long-standing prejudice to both the teen and horror genres.
With the help of friends Rachel (Katie Holmes) and Gavin (Nick Stahl), Steve discovers that a local doctor, Caldicott (Bruce Greenwood), is conspiring with parents to lobotomize their teens in order to create "good boys and girls", all of whom become members of the school's Blue Ribbon elitist clique.
Unfortunately, the experiments don't always work and trouble is at hand, especially when Steve's parents sign him up.Scott Rosenberg, the screenwriter of the film, later expressed great disappointment with Nutter's handling of the material.
If Disturbing Behavior should be criticized, it certainly loses points in its third act, one that falls dangerously close to cliché, with Steve becoming more the archetypal hero figure in a predictable and unimaginative showdown with Caldicott and the Blue Ribbons.
Since the third act of any story is largely plot (character development is usually pretty well wrapped-up by then), I imagine Nutter had little to work with from Rosenberg's original screenplay.
It's too bad that MGM freaked out after a test screening in Texas and thought they could improve their numbers by shortening the film and forcing it into the cookie-cutter shape of the average, low-achieving horror flick.
The cast did well but William sadler, as the janitor, did especially well and James Marsden and Katie Holmes show good chemistry.
This film is not in my top ten fave movies but good for an hour and a half of escapism.
Every actor is perfect for their roles (although William Sadler's accent is ridiculous), every location looks like it was created to be in this movie (several locations are in "The 6th Day") and the story was great.Although basically just a rehash of the Stepford Wives, this movie is set for for teen audiences and director David Nutter makes the story seem completely original.The story is this: A boy and his family move to Cradle Bay to try and escape the memories of his brother, who committed suicide.
When the boy, Steve (played by X-Men star James Marsden) starts school he quickly makes friends with outcast Gavin (Nick Stahl of T3), who explains to Steve that something fishy is going on as his friends have traded in their sex, drugs and rock and roll lifestyles to join the Blue Ribbons, the straight-A good boy jocks and cheerleaders.
This movie was rushed into cinemas and not properly done so it becomes a standard teen flick.My advice, rent or watch this movie on TV and if you enjoy it slightly, go purchase the DVD to broaden and expand you're enjoyment of this film.
A good underrated sci-fi favorite film i'm in love with Katie Holmes.
The film is fast paced mostly those three actors James Marsden, Katie Holmes, and Nick Stahl are really good and they are giving best of their performances I miss that.
The movie is more a sci-fi mystery thriller a group of students Blue Ribbon are completely upstanding citizens but they also kill people.
William Sadler from Die Hard 2 is in this movie and he plays the good guy a janitor and a bad-ass on the end of the film I loved it.
Steve (James Marsden) and Rachel (Katie Holmes) are together on a boat they have each other and Steve saved his sister Lindsay (Katharine Isabelle,) the acting from everyone was good and everyone did a good job on this movie, peace.
Disturbing Behavior is a 1998 American science fiction horror film starring James Marsden, Katie Holmes, and Nick Stahl.
The screenplay, written by Scott Rosenberg and was compared unfavorably by most critics to the 1975 thriller, The Stepford Wives.7/10 Grade: B Studio: Metro-Goldwyn-Mayer Starring: James Marsden, Katie Holmes, Nick Stahl, Bruce Greenwood, William Sadler Director: David Nutter Producer: Armyan Bernstein Writter: Scott Rosenberg Rated: R Running Time: 1 Hrs. 24 Mins.
James Marsden and Katie Holmes star in this teen thriller involving teenage kids getting brainwashed!
'Disturbing Behavior' is a solid 'Stepford Wives' like thriller directed by David Nutter who cut his teeth on episodes of 'The X-Files' and 'Millennium' does a good job with the material.
The acting by the core (James Marsden, Katie Holmes and Nick Stahl) cast is very good, also keep and eye out for Bill Sadler and Steve Railsback in scene-chewing supporting rolls.
Better than your average teen thriller / horror 'Disturbing Behavior' is also a solid retelling of 'The Stepford Wives'..
This tight little horror film tells a very simple story in 84 minutes, with remarkable narrative economy, relying on information that the viewer already knows (from many genres: horror movies, science-fiction, thrillers, teen flicks) to fill the gaps.
With all those references and its clever satire on patriotism, it is plausible that the movie does not take itself too serious and does not have the ridiculous grave tone of bad films like "The Craft".
I wanted to see this movie just because I think Katie Holmes is hot, and I like mind control.
I enjoyed it, not as a good movie, but just as fun, throwaway entertainment.That being said, when I watched the 'Deleted Scenes' portion of the DVD, every single clip should have been included.
I can´t see why most people think it´s bad, me and my two friends I saw it with thought it was a great movie.
After being `sold out' by his parents Gavin is forced into the Blue Ribbon program and it is up to Steve and Rachel (teen poster queen Katie Holms who, at her best is one of today's most promising teen actors and at her worse is, well, better than this), to team up and uncover the secret behind the Blue Ribbons.
I assume that he is referring to the powers of the studio that want to make the movie into a cookie cutter image of the standard fare.Even with the deleted scenes restored, the presentation of the means of transformation from regular kid to blue ribbon kid was quite thin and hard to believe.
(As opposed to Gavin becoming a student teacher at another school and starting the "perfect kids" all over again.)The tension begins when Steve (James Marsden, "X-Men") and his family, after the tragic suicide of his brother (Ethan Embry, "Empire Records"), move to the small town of Cradle Bay. Steve tries to find a place in his new school and ends up making friends with two pot heads, one of which is a paranoid named Gavin (Nick Stahl, "In the Bedroom") that's certain the perfect jocks and cheerleaders are lobotomized, and the other is an albino nicknamed UV.
Fresh from directing TV's X-FILES, Nutter coaxes stellar performances from his three leads: Katie Holmes (DAWSON'S CREEK), hunk with heart James Marsden (BELLA MAFIA), and real find Nick Stahl (THE THIN RED LINE) as the misfit in the know.
Only in a slightly over the top turn by Bill Sadler as Newberry (as a janitor turned Pied Piper) and an indulgent madhouse scene that feels like it was meant for another movie, does Nutter's well-thought-out film threaten to derail.
The acting - If this film was designed as a Katie Holmes vehicle, it doesn't do anything to make her seem like a real actress.
Whoever wrote this film deserves to be slapped for their complete disregard for an ending.Two other quick points I must discuss are the all-of-a-sudden love interest between the Holmes character and Steve.
Who thinks these groups up, Dan Quayle?Don't waste your time with this film like I did.4/10 stars..
It had a clever premise, good characters, and for the most part good acting The Score is really great and if i could find that soundtrack i would buy it.Katie Holmes is good in the film.
James Marsden was bad in the first half, but proved he had some talent towards the end of the movie.
Good Concept Gone Bad. Before watching this movie, I was very much excited to see it as the commercials made it seem like a good suspense/thriller of a flick.
But, after watching it, I was incredibly let down.The premise of the film, kids that are eerily too good and perfect, is a great concept.
Scott Rosenberg has written some great stuff (adapting High Fidelity and Beautiful Girls) but you get the sense that Disturbing Behavior was something he wrote whilst bored in High School.The story starts off well, if not subtle or original, by introducing the characters, but they fall by the wayside and get lost amongst the conspiracy theories that aren't even explained properly at the climax.
I saw this movie because it seemed like a good plot, I'm a horror fan, and I always take time to watch the movies of Dawson's Creek stars.
It was a good idea to make a film about teens being brain-washed but I guess the producers assumed that since Katie Holmes was in the movie there was no need to actually put some work into the script.The actors, leaving out Nick Stahl, were lacking.
Katie Holmes' bad girl act made her just seem like a bratty little tag-along.And of course they had to add some nudity to the flick just to make it "perfect".
Probably the only reason why I seen this film was because of its co-star Katie Holmes (of the popular Dawson's Creek show).
The film does have some good moments, but I still think that they should've made it a whole lot better, which I know they could've.
The story is an interesting twist on an old plot and the cast, for the most part, does a good job (especially Nick Stahl).Also, this movie does not deserved to be compared to SCREAM because they are totally different and DISTURBING BEHAVIOR does not poke fun at itself like the superior SCREAM does.Check this one out.*** of ****.
I wasn't expecting a lot from this movie because I normally don't like horror/thriller movies but I decided to watch it anyway because I like Katie Holmes.
With the tremendous success of teen horror movies like Scream, the inevitable is bound to happen, that is studios copy, copy copy, hoping they can steal another hit.
Actually this movie is not as bad as all those sequels to the great horror flicks of the 80's, but it falls way short of Scream and even I Know What you did last Summer.
It definitely has its moments, Nick Stahl pretty much walks off with the movie, while James Marsden comes across as a very bland.
Leave those kids alone!" from the very skillful, conspiracy theory exposer janitor who appears to be the only one "breaking all the rules!" If you sat through this movie trying to make connections to "Scream," "Village of The Damned," or you thought Hollywood was once again picking on teens, you lost a lot in the translation.
The film has a largeish cast, so there will always be some good and some bad, but on the whole, the acting is above average and quite believable.
However, while a couple of scenes are good, the overall movie makes one feel disturbed that it was ever even made that way..
Titanic sounded preferable at times.Anyway, I'm calling out to all of you now who want to know if Disturbing Behavior spills the honest truth about high school cliques and preppy crimes: the preppies aren't out to get you, my black-clad, boot-wearing, spikey-haired brothers and sisters, it's the big corporate producers of Hollywood teenage movies..
The sad thing is that except for Gavin, very few characters manage to do so effectively.Incidentally, for an interesting comparison, see the 1-hour film The Wave, a TV movie loosely based on a social studies teacher's experiment creating a conformist organization within his class; and experiment which got a bit out of control..
This would have been a perfect movie if they had left the film alone at its original running time of 110 minutes.
Katie Holmes, James Marsden & Jason Stahl did a great job.
Disturbing Behavior could have been a reasonably good thriller in the vein of Invasion of the Body Snatchers, but instead plays like an empty-headed high school theater production trying to look and sound and feel all grown-up.
I thought the acting was very good, and we should expect to see a lot more of the young actors/actresses in this film, especially Katie Holmes.
"Disturbing Behavior" actually exhibits an iota of imagination; so maybe--just maybe--there is a ray of hope for the horror/thriller movie genre after all!.
I'm a big fan of Nick Stahl and Steve Railsback, thought Jimmy Marsden did a good job and was fairly fascinated during the film by Katie Holmes and seeing more of her body piercings, but this film just doesn't go anywhere.
By the time the film got to the absurd mental hospital scenes, I was ready to walk out, except for the hope of seeing a little more of Katie Holmes.
The only thing that made the movie worth watching: Katie Holmes.
Great to watch if you love Katie Holmes and horror films..
James Marsden, Katie Holmes, and Nick Stahl did a wonderful job of acting.
I think the film-makers did a great job by not making this a "teen" movie.
I found the film actually to be disturbing to me since I went through a lot of abuse and name calling by people like the blue ribbons.
It provides at least 20 minutes of deleted scenes and when you watch them along with the rest of the movie everything begins to make sense and it makes me grow a new-found appreciation for the film.
The blue ribbons appear to be perfect with their good grades and bake sales but beneath the surface lies a mal-function that makes them act violently.What I Liked:The character of Gavin in both versions of this film remains intact.
Someone trying to make teenagers perfect because we know not we do was pretty interesting to me.I liked th entire Dvd version of the film.
Katie Holmes, who is actually good on Dawson's Creek and in The Gift, and Wonder Boys, doesn't really fit as the rebel gothic girl.i suggest that everyone that bashed this movie, like me when i firt saw it, go see the DVD version.
This is a movie that I for a long time did not want to see because of the fact that there had been so many teen-horror-films in a row.
The story by the way, is very similar to films like THE FACULTY, so I can't say that it is that original, but it's thrilling and at times even funny.
Good movie, bad editing!.
There were too many scenes to mention them all, but if you liked this movie even a little the first time, watching the uncut version is a must!.
Katie Holmes and Nick Stahl were great in it.