User reviews

A sci-fi/horror flick aimed at the "Scream" crowd, "Disturbing Behavior" concerns at idyllic coastal town where everything seems just a bit too peachy. The local high school is populated by picture perfect teens who, despite their wholesome love of yogurt, tend to get a little trigger happy when the hormones start flying. 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. You can thank the editing department for that one. If the deleted scenes are any evidence, this movie was trimmed and dumbed down to the point of no recognition. While the uninterrupted flow makes for an easy, breezy viewing, the overall story lacks substance and coherence. 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. So, the film isn't a complete waste. You'll get some kicks out of the dialog and while Katie Holmes in particular isn't given much to do, she at least looks good in skimpy outfits while doing so. Also, it's hard to hate on a movie that is of a more intelligent cut than the other teen-geared fare being produced in its time. 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. It's a shame, though, to think of how much better the whole could have been.

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. Granted, few teen movies are designed to treat their subjects with any degree of seriousness. And of all the film genres, horror is kept alive with only the slightest bit of effort, accompanied by even slighter expectations. But director David Nutter tackles both these obstacles in a rare attempt to sophisticate Hollywood's offerings to teen audiences and bring dignity to the maligned horror genre. Despite a screenplay written contrary to his vision, Nutter succeeds in creating a dramatic, moody, and entertaining sci-fi/horror yarn far more difficult to dismiss than its contemporary equivalents. That is, until MGM destroyed it.

It's important to note that the version of Disturbing Behavior being analyzed here is the director's cut, which is not the version released in theaters. Nutter's cut isn't available commercially, but if you watch the DVD's considerable amount of deleted footage and the original ending, you can see just how devastating the studio's changes were.

After suffering the loss of his older brother, Steve and his family relocate to Cradle Bay, where some of the kids at school aren't quite themselves these days. 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. Caldicott's experiments prevent the Blue Ribbons from sexual impulses and mold them into academic achievers that spend a great deal of their time trying to recruit others to "the program". 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. Rosenberg, the screenwriter of Con-Air and Beautiful Girls, never intended his script to be treated as dramatically or realistically as Nutter executed it. Instead, it was supposed to be more "hip" and "cool", allegedly without being mired down by characterization or atmosphere. This seems to indicate that the screenwriter, like the studio executives, had low ambitions with the material, planning to do nothing more than churn out another cheap horror film that insults the intelligence of its target audience.

David Nutter, a veteran director of The X-Files, saw the potential in Rosenberg's script and acted on it. He started by casting three of the most talented young actors in Hollywood. James Marsden breaks the stereotype that models can't be good actors by delivering a subtle, restrained performance as Steve. Katie Holmes has a few opportunities to demonstrate her abilities as well. As the socially outcast Rachel, Holmes combines a defensive posture with an underlying desire to connect. Nick Stahl has the meatiest part, playing the cynical Gavin, a critic of all the other cliques at school. Gavin's quiet omnipotence is colored by a dry sense of humor much needed in the film. Other notable performances include William Sadler as Newberry, the school's janitor. Newberry is a little off kilter, squinting, grumbling, and hell-bent on ridding the world of all rats. Another interesting character who almost steals the show is U.V. (Chad E. Donella), Gavin's reticent albino friend who spends most of the film sitting at Gavin's side and uttering only a few syllables.

Nutter's style is very much the signature X-Files style, dark, steamy, creepy, and purposeful. To achieve this, Nutter enlisted an X-Files photographer (John S. Bartley), the X-Files composer (Mark Snow), several X-Files actors (including Steve Railsback, aka Duane Barry), and key production personnel. The result is a movie that feels like an X-Files spin-off, with a subdued ambiance that washes over you and gets under your skin. Nutter commissioned one of the more remarkable opening title sequences in recent film history, one that serves as a cinematic prelude to the lobotomy procedure later in the film - a rapidly-edited montage of happy images and words designed to hypnotize and brainwash Caldicott's victims.

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. That the first two acts were so emotionally engaging is the result of Nutter's persistence and better judgment. 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.

I champion this film because of its thematic content and its ideology. Like many of my favorite films (RoboCop, Dances with Wolves, Rebel Without a Cause), it deals with characters in crises of identity, trying to become or remain whole, and connect with each other. Equally interesting to me are the notions of sexual repression as a sign of perfection, man playing God, parents' willingness to medically alter their children, and human unwillingness to face loss. Nutter's bold vision for this material, his ability to cull it from a screenplay where it was not just dormant, but banished, makes his director's cut a remarkable achievement. Add in the exemplary performances of Marsden, Stahl, and Holmes, and that special X-Files flare, and I've got something I can really sink my teeth into. - Scott Schirmer

After the suicide of the teenager Allen Clark (Ethan Embry), his family decides to move from Chicago to the quiet Cradle Bay Island seeking a peaceful life for the siblings Steve (James Marsden) and Lindsay Clark (Katharine Isabelle). 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. Further he tells that he had witnessed the blue ribbon Andy Efkin (Tobias Mehler) killing their schoolmate Mary Jo (Natassia Malthe) that is missing and a police officer, but the local Officer Cox (Steve Railsback) covered the murders. Steve does not believe in 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". However, when the paranoid Gavin changes his behavior, the plot becomes silly and flawed, and the conclusion is awful. I saw this movie for the first time on 25 March 2000 and I keep my original opinion that this movie is reasonable, but could be great with improvements in the second-half of the story. My vote is six.

Title (Brazil): "Comportamento Suspeito" ("Suspicious Behavior")

Note: On 24 May 2024, I saw this film again.

I was a little disappointed when I left this film, but not because of the overall result. I was disappointed because of the wonderful way in which the story was laid out and unfolded itself in the beginning, then seemed to fall away during its 2nd act. The reverse theme of bad kids turning good was fascinating, and the paranoid performance by Nick Stahl was worth watching and intrigued me. But then, as soon as Stahl was converted, the film started to fall apart. For one Stahl was the only character I found to be truly worth watching. Marsden and Holmes were just two pretty faces noticeably void of much talent; I never believed the two as a couple, and I never found any reason to invest myself in hoping for their well-being other the fact they were the lesser of two evils. But most noticeably, I grew disinterested because of the change in aim by the makers. 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. But after Stahl disappears to the dark side, the film changed into a teen slasher film almost, where blood, violence and screaming is used in a vain attempt to induce fright. This 2nd half was worth a 4 or 5 out of 10. The length did not bother me as much as others (I've seen plenty of effective movies that were under 90 minutes). What bothered me more was the lack of development in some key plot points. I think the entire conspiracy plot behind the conversion of the teens needed to be fleshed out much more, characters needed to be drawn more distinctly, and so on. So I balance out the two halves and come up with a 6 out of 10. Worth renting, but could have been something special.

I caught this film on a late night TV slot (around 1:00). 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. Sci-fi element was, even though lacking in any deeper explanation, believable enough, especially the part with problems arising due to puberty related hormone/neurotransmitter surges (i.e. Lorna's sexual turn violent outburst at Steve's house) etc.

All in all, not really a shining example of cinematic art but still bearable enough for a late night entertainment.

Not too bad of a movie. The plot was pretty strange. There's a lot of 'disturbing behavior' that's going on in this school but no one seems to notice. The people disappearing, the fights, no one seems to be to concerned about it.

The acting was probably the strongest part. It has a few future A listers in it. It's always fun to see old movies of actors before they made it big.

The ending had my eyes roll a little but it was short.

Definitely worth the watch if you are in the mood for a late 90's par thriller.

In Cradle Bay on Crescent Island, football jock Andy is parked with a girl. His demeanor turns and kills her. Then he kills a cop and Officer Cox (Steve Railsback) lets him go. Gavin Strick (Nick Stahl) watches from afar. The Clarks from Chicago arrive in town after losing the oldest son. Gavin befriends Steve Clark (James Marsden) who explains the school is ruled by a clique called Blue Ribbon. Steve is taken with edgy girl Rachel Wagner (Katie Holmes). Dorian Newberry (William Sadler) is the school janitor and rat catcher. Steve and Gavin discovers the parents working with Dr. Edgar Caldicott (Bruce Greenwood). Gavin is picked to be the next candidate by his parents.

I like the Bodysnatcher feel to the story setup. There are probably too many kills too early and it probably effected the ending. The actors are all good in their roles. However the movie ends badly. I think the writer couldn't figure out a clever way to end the movie. It's too bad because the movie seems to be set up for a tense thriller. Instead, it's done without any finesse and it's unsatisfying.

The theactrical release of Disturbing Behavior is an utter mess of a movie. It has plot holes that the biggest human being in the world could jump through. It moves along at an uneasy pace and at 83 minutes it isn't much of a movie. However, this isn't the filmmakers fault. Blame the studio that released the film. They basically ordered him to cut everything that made the movie make sense and what we got to see was a studio hack job.

The Dvd on the other hand is another story. 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. It isn't cinematic gold but when you look at what the film was like before it may just look like a masterpiece.

The premise is pretty unique. In Cradle Bay failure and misbehaving is a no no. You wil be perfect....or else. When newcommer steve moves to cradle bay he meets gavin who thinks a sinister force is taking over the kids of cradle bay turning them into a group of kids known as the the Blue ribbons. 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. I completely loved this character and he's played really well y Nick Stahl. I was quite impressed

All the Blue Ribbons are creepy as hell. It's like they came out of an acid-induced version of leave it to beaver or the Brady Bunch.

i like the general idea of the film. 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. It honestly explains so much and it raises the films level from crap to about average.

What I Didn't Like:

The theatrical release is filled with mistakes. It's too short, the pacing is off, and it ends on a pretty sour note. There are no redemming aspects of this version except for the character of Gavin.

The scene in the insane asylum was pretty dumb. I don't expect much realism out of these films but this was above and beyond being real.

The characters with the exception of Gavin don't really fit their roles. I didn't by James Marsden as a hero. He was quite bland as well. 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. I promise you that you'll have a better understanding on what is going on and it may make the film a little better for you.

Theatrical Version: 2/10

DVD Version: 6/10

I grew up during the 1990's & loved all the AWESOME slick looking New Slasher trend of films coming out with a hot new cast & a witty script & an exciting story with greats such as Robert Rodriguez's The Faculty & Urban Legend & I Know What You Did Last Summer & Halloween H20 & Scream 1&2 & The Craft, among others but i had never gotten around to watching Disturbing Behaviour. Finally now in 2020 i have found a very old dvd copy of the film & watched it & i loved it!!! This slick teen Thriller is an awesome mix of sci-fi, Horror & drama, we get vibes of "The Stepford Wives" & "Invasion of the Body Snatchers" that's mixed into the teen drama style of the time. This exciting flick is about a family that moves to a new nice looking little town that hides a sinister secret. We get the usually good James Marsden (X-Men,Straw Dogs,Sonic the Hedgehog,Gossip) who is a very good & underrated actor & here gives a good performance as the new comer kid in town named Steve, he reminded me of Jason Patric's Michael character from The Lost Boys, as he try's to settle into a stranger School where everyone is separated into categories like Punks, Goths, Nerds, Jocks & the Blue-Ribbons, a type of fraternity of the absolute best of the best from the school, a group that is strangely perfect in everyway & seem to all be connected somehow & seem to be incredibly super smart & super strong. With new guy Steve we get a very good performance from one-hit-wonder actor Nick Stahl (Sin City,Terminator 3) this guy seemed to be a fairly big movie star in the early 2000's but then lost it & vanished but here he's good as the rebel kid who knows something is seriously wrong happening all around them in this strange little town, he's the school outcast named Gavin & befriends Steve & to complete this mismatched team of misfits is the very sexy & rebellious Rachel played greatly by the then new hot stuff, Katie Holmes (Go,Batman Begins) & this trio have got to work together & find out the big secret of the school & the town. We get some great actors in the adult department too with the always excellent William Sadler (Die Hard 2,Demon Knight, Trespass,Bill & Ted's Bogus Journey,VFW) this guy is one of my all time favourite actors, Sadler crosses Genres & is great in everything!!! Here he's clearly having so much fun as a weird & wacky school janitor with a strange accent & a secret of his own & comes to be a hero & helps our teen team but i felt his character arc or backstory was definitely cut out (I've heard this film was much longer but was cut) as we find out he's undercover i think? But then nothing comes of it at all? Why was pretending to be a weirdo janitor at that school? Was he out to stop the sinister experiments on the kids? We don't ever find out but he does pop up throughout the film like he has a bigger purpose, anyway Sadler is funny & wacky & still a joy to have in another Genre flick. We also get another great veteran actor with Bruce Greenwood (i,Robot,Double Jeopardy,Deja 'Vu) this guy is an excellent actor & is some much stuff & always gives a good performance & does so here as the evil & sinister force behind the conspiracy, he plays the head teacher & is Willing to do whatever he has to do in order keep the schools perfect reputation & to keep the town under perfect order & Curfew. Disturbing Behaviour is a great pure 90's teen-horror Thriller with a nice sci-fi edge & a gorgeous look to the movie & a nice fitting & exciting score, a well directed piece of 90's Nostalgia & a movie that fits perfectly next to the other Cult Classic's of it's era like The Faculty, Scream, Scream 2, Urban Legend & many more.

Great atmosphere in such a pure glossy 90's piece of science fiction & teen horror fun.

I certainly expected more from this movie, especially since the trailer looked promising, but this movie lacks a lot of the important stuff that makes a movie worth watching. The initial idea was probably good, but the movie itself is very vague and too short. The characters had no depth and are very "dead". The script is very monotonous in a way that makes the movie very boring. I would give it a 4/10....if they are planning to make a sequel, i certainly hope for a drastic improvement.

I'll never forget these teen movies, especially since I was a teen at the time. If they wanted to make movies we would remember, they definitely succeeded. I can't seem to figure out why I liked and remembered these movies, however, which is kind of wierd. Maybe just because I could relate to the characters and it showed school as it pretty much was in real life at the time. I wrote a similar review for The Faculty, saying the same.

Steve and his sister are moved with to this sleepy little coastal island community after the suicide of his older parents. Soon it becomes apparent that the 'popular' click involving bake-sale throwing straight A'ers are actually programmed zombies and Steve is next in line. But when several 'incidents' threaten to destroy the program can Steve and his sister (with a few ragtag friends) get out of there with their own minds. '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 is a very sadly underrated film. This is a film that I believe was intended to wake kids up. It's no artistic venture, I know. It's all laid out in a very simple fashion, and was made for the MTV kids to be able to understand it. Still, the point is a great one, and was carried out well. After reading someone's review of this, I have to say I was enraged. The good guys sometimes smoke pot in this. Would it be worse if they were on crack? Yes, it would. The good guys look a little freaky most of the time. Would it make them better people if they wore "nice clothes"? No, it wouldn't. They cuss a lot and talk their weird, poetic jive. Would they be more interesting if they didn't? No, they would be LESS interesting. The good guys like rock music. Does that make them bad, scary kids? Absolutely not, because you can't judge a person solely on their tastes. And as for the brainwashed psycho kids that even a lot of kids nowadays would root for, they break people's necks because they're ashamed to be sexually aroused. Is that less scary than a kid who just wants to get laid and can't because he's viewed as a monster by society? If your answer is "yes", you are obviously very disturbed yourself. This movie is about the underdogs, those people who are good people but have no choice other than to fight when so many would rather oppress them for being who they really are. This hardens and depresses them considerably, and why shouldn't it? The world is not a "Mister Rogers' Neighborhood", and, though that is a nice fantasy, this movie, despite any fantastic contexts it might have, is full of harsh realities. If there's a world full of Blue Ribbons, things wouldn't be exciting to you unless you're totally brainwashed. If you're not, that makes it scary. That's why this movie sends chills up my spine, no matter how simple and MTV-styled it might be. This is one of the best horror films of the 1990s. At least it's not junk like "I Know What You Did Last Summer". This film has something to say, something only severely distorted people would see as completely negative and wrong. NOT FOR BLUE RIBBONS!

James Marsden and Katie Holmes star in this teen thriller involving teenage kids getting brainwashed! I expected a fairly bad movie but I didn't mind this flick! It was an enjoyable yarn that didn't try and go overboard at the end!

Although I can't say I'd rush out to see it again, I think it's worth a look! Because I wasn't expecting much and I was entertained for 90 minutes. Plus I liked the whole concept! *** out of *****!

I liked the movie unlike other movie-goers. I thought it had a good plot and a good choice of cast members. I don't understand why so many people are putting it down. I enjoyed it and suggest you see it if you haven't already!

I avoided this movie in the theatres back in 1998. Nobody liked it--all the critics tore this movie to ribbons and there were a lot of complaints about how 20 minutes (!) was cut from the movie to make it shorter. The studio (MGM) figured teenagers didn't like to see adults in movies, so all the sequences with adults alone were cut out. It also rendered the movie incomprehensible. Seeing it on cable, I was surprised at how OK it was. The acting was pretty good (especially James Marsden), the story moved REAL quick and it had an interesting (albeit unbelievable) idea. The thing is you have to turn off your brain totally and not think about the movie afterwords because there are HUGE plot holes (too numerous to mention here) and glaring inconsistencies. And it got tiresome to see Marsden's character getting beaten up again and again and again...I think I counted a total of SEVEN times! The movie was way too short (82 minutes)...I guess I have to see the DVD for the full version. So, this is a pretty good horror flick--it might have been great but we'll never know.

Probably the only reason why I seen this film was because of its co-star Katie Holmes (of the popular Dawson's Creek show). She has a lot of talent, but I still don't understand what drove her to make this movie. Cradle Bay is a wonderful place to live, and everything seems perfect -- maybe a little too perfect, especially the teenagers. I thought the plot seemed OK, which is another reason for seeing the movie, but later on it just got dumb and boring. When Steve Clark (James Marsden) moves into town and tries to fit in with the local kids, he finds something unnatural about the small town's perfection. If the filmmakers wanted to make this film scary, which I know they probably did, they should've made it more on-the-edge-of-your-seat terrifying. I sat through the whole movie awaiting for something such as this to happen, but it didn't. 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. It's probably pretty popular with other teens, but as one, it just didn't cut it for me. That's my opinion and how I came to the conclusion of giving "Disturbing Behavior" a 4 out of 10 stars.

First I want to say I love Katie Holmes to death and I really miss the actress. She was so great in the 90's until 2005 when Tom Cruise turned her around and mess her career. Katie Holmes is a wonderful actress beautiful sexy babe and talented in this movie that is one of the reason's why I think this movie is so good and it is not because of James Marsden but because of Katie Holmes. She was so great in Dawson's Creek I watched that show mainly because of Katie. She was damn good in Go and she was a bad-ass in Teaching Mrs. Tingle. I haven't seen her in Pieces of April but I am sure it must be a good movie. I miss the actress after Batman Begins I don't see her on screen time anymore it feel's like she disappeared. In this movie she was so damn awesome and she had such a charm and she was hot. She appeared in video spot The Flys: Got You (Where I Want You) today I am still listening that song.

About the movie: for me this is more mystery sci-fi thriller with flaws and with less action it doesn't have enough action. 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 follows a group of high school outcasts who are horrified by their "Blue Ribbon" classmates. The new kid in town stumbles across something sinister about the town's method of transforming its unruly teens into upstanding citizens. The movie is more a sci-fi mystery thriller a group of students Blue Ribbon are completely upstanding citizens but they also kill people. They are like cyborg's turned in to zombies. Dr. Edgar Caldicott (Bruce Greenwood) want's to make everyone to be obeying upstanding citizen. When the new kid Steve Clark find's out the truth about what is going on in his school he has to get out. But first he has to safe his sister and his friends from the same fate as his friend Gavin (Nick Stahl) turned out to be.

The film really lacks on the story and it has a flaws. I wish there would be more action and there would more stuntman's in this film. It also lacks on the story how this scantiest brainwashed those kids to be under his spell. It wasn't that enough explained but the rest was great. I enjoyed the film and I had a fun watching it. I loved the ending in which Nick Stahl shows alive and now a high school teacher he he. 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.

I watched this movie in high school and after high school and even today I am watching it. Disturbing Behavior was released the same year as The Faculty come out. They don't make movies like this one today they really don't. They made a horror movie Get Out that stole mostly this scenes from this movie and it was flawless in my opinion but this movie is my favorite. I want movies like this back, I want movies like this one today I want them so much today. Hollywood doesn't make good movies anymore like are this one today.

Directed was by David Nutter who also directed The X-Files episodes, 21 Jump Street, Booker, Game of Thrones and way other TV Shows he more directed TV shows then movies but still I like this movie it was good. The ranting I am giving is a B 7/10 I wish it wouldn't be that short and also the ending in my opinion was good and happy. 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. Budget: $15.000.000 Box Office: $17.411.331

This is basically a modern take on the Sepford children but with added sexual content and more graphic detail. The premise is this.After the death of his brother ,young teen Steven Clark, played by James Marsden, X Men,moves to the seemingly innocent town of Cradle Bay with his family.At first everything seems normal.The children are typical teens but when they get a red light in their eyes they become totally different. Steven makes friends with a weird group of outsiders including Katie Holmes who warn him that something is going on.He remains sceptical till he gets beaten up by a group of the teens and realises that something is terribly wrong. In this film you are never quite sure who is what and look out for the seemingly retarded janitor whose role is pivotal in the outcome of the movie. This film reminded me of the film The Faculty in many respects but wasn't as good. I saw this at 9.00 on channel 5 so it was probably cut but it still an enjoyable romp into the world of mind control and the scene in the hospital sticks in the memory. 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. Good film but the twist can be seen a mile away. My score 8/10

The new kid in town (James Marsden) stumbles across something sinister about the town's method of transforming its unruly teens into upstanding citizens.

This film has an impressive cast for a movie without a notable writer, producer or director (although David Nutter was a director and producer of The X-Files, which gave him some credibility at the time). Katharine Isabelle, William Sadler (as the deranged school janitor), Katie Holmes (in perhaps her best role) and Ethan Embry (to name a few).

Although the movie apparently did very poorly, allegedly lasting only a week in some markets, the film launched the very brief music career of The Flys (who appeared on a few soundtracks and disappeared in 2002). This is clearly a soundtrack-centered film (as many were in the 1990s and before), with plenty of bands who were hoping to get noticed. One did.

The premise of the movie was an intriguing concept, recalling "The Stepford Wives" and "Invasion of the Body Snatchers." Where it suffered was in the execution. Taking a creepy approach to themes of conformity, loss of identity, and the quest for perfection, combined with social satire of behavioral issues of controlling teenagers, the film never really took off. Instead of exploring these ideas, the film degenerates into a generic uncovering a sinister plot and chase scenario. Nowhere are these themes really brought up, much less reflected upon. The film is remarkably short and doesn't even seem interested much in exploring the horror of this situation. There are plenty of character threads and concepts set up early on, but they are neglected in favor of a breezy, quick-cut-to-the-next-scene attitude. This is a disappointment when a potentially interesting story is wasted on a lackluster movie.