Very well executed

The performances transcend the film's tropes, grounding it in characters that feel more complete than this subgenre often produces.

If the ambition is to provide two hours of instantly forgettable, popcorn-munching escapism, it succeeds.

After playing with our expectations, this turns out to be a very different sort of film.

A teenager named Steve Clark (Jamie Marsden of X-Men fame), moves with his family to a small town called Cradle Bay in Washington State after leaving Chicago due to his older brother committing suicide. He encounters outcast stoners named Gavin Strick (Nick Stahl) and U.V. (Chad Donella). They're at the bottom of the social ladder at Cradle Bay HS. Steve also meets the Blue Ribbons, a type of Phi Beta Kappa-esque group of seemingly civic-minded student athletes. They seem like typical high achievers at first, but they're violent elitists, given to random acts of bullying, intimidation, assault and seen in the opening scene, murder. Before participating in the mysterious Program run by the resident school psychologist, some of the Blue Ribbons' leaders were once good friends of Gavin and U.V. It seems that Gavin, Steve and Rachel Wagner (Katie Holmes), Gavin's only other friend and Steve's love interest, are the only ones that truly take notice of the Blue Ribbons destructive nature while parents and community leaders look the other way. On the plus side, they did have an interesting idea of an almost cult-like group of student high achievers along with some creepy scenes seen with the 'recruiting' they do. The negatives, they give in to stereotyping, with jocks, stoners and social outcasts. The most disturbing thing about this movie may be the idea of some misguided educator deciding that the 'bad students' need to be improved through aggressive Pavlovian conditioning.

Released in 1998 and following the lead of "The Faculty" comes another high school horror film called "Disturbing Behavior". Mostly known as Katie Holmes first major film role. She had a bit part a year earlier in Ang Lee's "The Ice Storm". "Disturbing Behavior" is directed by David Nutter who mainly directs in television and most notably from episodes of "The X files". So you would think this would be the perfect fit right? Wrong.The story centers on Steve one of the newest students to Cradle Bay High School. He is played by James Marsden who looks likes he's about 28 or so. His younger sister Lindsey is played by Katherine Isabelle, who later stars in the 2000 cult favorite movie "Ginger Snaps". They have moved to Cradle Bay from Chicago for a "new start" after their brother had died. Steve gets acquainted with a few of the Cradle Bay outcasts/stoners in Gavin and UV an albino kid. At lunchtime Gavin points out all of the typical high school cliques. The geeks, the motor heads, the skaters and then there are the blue ribbons. The blue ribbons are like the cool kids in a 1950s movie. They are the ultra preppy, letter sweater wearing creeps that really lay on the phony charm just a little too heavy. We are then finally introduced to Rachel or "Rae" the dark haired, truck driving wanna be bad girl played by Katie Holmes. She is wasted in this role and is pretty much limited to eye candy which is not a bad thing ( just watch "The Gift") but she is barely in half the movie, what the hell? After a number of violent outbursts from members of the blue ribbons, who are mostly football players and cheerleaders, Gavin has this theory that "some sinister force has taken over the Cradle Bay meatheads" as Rachel puts it. This is true and Gavin and Steve are out to stop it, although we are not really sure what it is. While in the boiler room for some reason Steve runs into the apparently crazy and unhinged janitor who is waging war on the schools rat problem. A gigantic WTF. He has cobbled together a sort of high frequency radio box to drive the rats out but wouldn't you know it come up big just as the third act rolls around. This movie is also about the absent parents and their inability to controlled their kids. When an easy but ominous solution comes along the parents all blindly follow it, thinking its for the best."Disturbing Behavior" tries to be a lot of things and utterly fails on all fronts. It tries to be an extended episode of "The Twilight Zone" as well as a 50s style conspiracy movie, but with a hip 90s attitude. Its poorly cast and only exists to profit off the teen movie craze of the moment. Even though I rip on it now I did see this in theaters and thought is was alright at the time. It has steadily gotten worse. However if you are so inclined to check it out, even if it only to see Holmes, it's available on DVD and on demand from Amazon.

You gotta admit the concepts great, it's idea original, you'll almost want to believe it's true, but if you did, you'd feel like you'd have the IQ of a wing nut. New family, including Marsden in one of his earlier roles, move to this nice little seaside town with a cute name. But this is no ordinary town, for it's youngsters of lower rank, have been reformed into fine upscale citizens, whereas they were all once of lower rank. They're snatched by this organization, including teachers (sounds a little 'Faculty' doesn't it) and parents, where their brains are operated on, and they return, virtual buttheads, (a little 'Society' too) where they have no time for losers. If I was the result of those jocks, I'd go hell for leather, out of this place. Marsden and his Sis notice the disturbing behavior taking place over the campus, one jock going nuts in the cafeteria. Despite warnings at the start by a dropout, (Nick Stahl) who knows the whole deal here, where Marsden isn't sold, he soon becomes a believer, after Stahl meets a dreaded fate: He becomes a new butthead. Stahl's great monologue, involving an insight into the different types of groups of campus, in cool wording was a moment in this film. DB also has a shocking start, an intriguing selling point which will to impel the viewer onwards. This movie, has ongoing suspense, tight flow, but when it all comes down, the unavoidable in your face fact, is that's it's just a stupid idiotic film, many other of it's ilk in the 1999-2000+ better. Checkout William Sadler, wasted in a fine performance a nutty caretaker. You can do better than this one while perusing the thriller/horror shelves of your local video shelves, as this one might not cut it.

DISTURBING BEHAVIOR (1998) has an interesting premise that is well-executed the first half, but falls totally apart in the second. On the surface a teen flick, it has all the standard elements: cliques, peer pressure, angst, crushes, etc. Two groups vie for the attention/control of the 'new kid in school' Steve Clark (played by James Marsden). Frankly, I was thrown off by Marsden as I found him to be a bit too mature (age-wise) to be convincing as a "green teen"! Steve immediately is befriended by school rebellious school outcasts Gavin (the scene-stealing Nick Stahl) and Rachel (a Goth-looking Katie Holmes). Marsden is noticeably older than both Stahl and Holmes, both of whom at this time were actually teenagers, so I was a bit thrown off with him playing a teen.Stahl actually delivers the best performance in the film, and carries it for the first half, then disappears for a significant part of the second half (there is a reason!). Marsden tries and shows signs of good acting, but he wasn't given much to work with and is essentially playing the typical interchangeable hero part. Holmes fares much worse as she is rather unconvincing as a Goth chick! Her character is pretty much lifeless throughout. Other than Stahl, the most interesting characters are teen loser Andy (played gleefully by Tobias Mehler) and the weird school janitor Dorian (an over the top, enjoyable performance by William Sadler). The usually reliable Bruce Greenwood's gets stuck in the cliché role of the town villain, replete with fake mustache to PROVE that he's evil!The first half is very "disturbing" and combines elements of mystery, horror, and teen drama. The mass teen weirdness is relayed very slyly and creepily to the viewer and it really looks like the film is going somewhere! But once DISTURBING BEHAVIOR strips away subtleties and reveals the plot, it gets dull very fast! It ends up being very predictable and devolves into a typical 'the whole town is evil' flick!I think that the film wanted to be a satire on societal conformity and individuality, but the final act plays like a zombie-horror flick with rather unconvincing 'action' scenes and some very cheesy moments and bad acting! The very end of the flick is exactly what I would expect in a dime-a-dozen horror flick, which this movie ends up being!