i must have seen a different film!!

Great movie! If you want to be entertained and have a few good laughs, see this movie. The music is also very good,

It’s not bad or unwatchable but despite the amplitude of the spectacle, the end result is underwhelming.

The thing I enjoyed most about the film is the fact that it doesn't shy away from being a super-sized-cliche;

Very similar in feel to the same year's THE FACULTY, this teen movie is professionally made (if a little too "slick") and well-directed by David Nutter. Thankfully, instead of making yet another clichéd slasher movie, the producers opted for a STEPFORD WIVES-style conspiracy full of paranoid behaviour and brainwashing. The result is a mixed combination of science fiction and thriller films with plenty of horror content thrown in too. Although plenty clichéd, DISTURBING BEHAVIOUR proves to be a harmless enough evening's entertainment with some nice ideas and good performances, but far from a classic. After a brilliant plot set-up the film gradually falls to pieces at around the halfway mark, becoming an action-orientated film with one climax after another. Whilst the first half of the movie concentrates on building atmosphere and suspense - something it does very well - the second half is a plot less, predictable, and shallow viewing experience.The flaws are too numerous to mention and typical for the genre. Bad, "teeny" style music playing loudly at inopportune moments and lots of would-be subtle in-jokes and references to other, better films. Then there's the lack of explanation as to the brainwashing experiment itself, which is just kind of glossed over without any real depth. The action scenes are well-staged and stick to being realistic without any glossy special effects, which is good, although the silly ending (which owes a debt of inspiration to the Pied Piper story) lets it down.James Marsden (X-MEN) and Katie Holmes (THE GIFT) take the leads as the unconventional lovers and are seemingly cast for their good looks rather than their talent, as both are wooden and unconvincing at times. Luckily Nick Stahl (TERMINATOR 3) is around to show them how its down with a fine edgy performance as the paranoid loner. Veteran support comes from Steve Railsback, underused as a sinister cop, and William Sadler, who plays a somewhat silly character (although, in a moment of inspired cheesiness, he does get to utter the immortal line "Teacher, leave those kids alone!"). Nevertheless, DISTURBING BEHAVIOUR is surprisingly entertaining attempt considering the amount of flaws it has and the clichéd story, although hardly brilliant. A mindless and occasionally brilliant movie which tends to hit more than it misses.

Katie Holmes takes on the role of rebellious Goth teen Rachel Wagner in "Disturbing Behavior." She was doing her best at the time to break free of her good-girl typecast in "Dawson's Creek" where she played near-perfect Joey. What that means is she grimaces a lot and dresses up in half-shirts and rocker boots."Disturbing Behavior" has all the tropes you could ever want in a genre film from the late 1990s. You get over-the-top performances and bad acting mixed with hints of tell-tale talent. A melodramatic electronic soundtrack is mixed well with an alternative rock soundtrack and clothing styles that defined the decade. The lesson to be found in "Disturbing Behavior" is that you must fight for your identity and individuality. Don't run with the crowd just to be accepted. There's a lot more social commentary here than what you would expect from a Hollywood teen flick.The visual effect used to show the brainwashing really ages the movie as well. They're a sort of fractal imagery that would have looked advanced in a Pre-CGI world, but comes across as hokey today.The movie is rated R for strong violence, sexuality, language, and drug content. There's nudity in a couple of parts and one definite scene suggesting something is going on out of frame. As usual, it's really all needless and might have been the reason the movie wasn't as successful as it could've been were it accessible to a PG-13 crowd. "Disturbing Behavior" manages to provide some great thrills and chills. The best way to describe it is as a sort of teen slasher mixed with "The Stepford Wives" and "A Clockwork Orange." The ending seems rushed and comes with some cheesy one-line and a tacked - on finale that would lead you to believe they're might be a sequel in the works. Unfortunately, the movie didn't make enough money at the box office to merit such a thing.

I never saw Disturbing Behavior at the theater, I rented it back in 1999, liked it and bought the DVD. The DVD that I have has deleted scenes and the original ending. The movie is 1hr 24min long and the deleted scenes are great. If the company were to put the deleted scenes in the movie adding about 15 minutes, the movie would be a lot better and the rating would probably be higher than they are now on IMDb. Just my opinion. The deleted scenes tell more about the doctor and his daughter. Also explains more about Steve's brother.A lot of movies are ruined by the removal of scenes and the decision as to which ending the movie should have. The alternate ending is a lot better and explains more about the character UV.

Disturbing Behavior is one of those movies I come back to time and time again. It might be a week between viewings or a couple of years may pass, but I always enjoy it. This film isn't great in the sense of a masterpiece, or a seminal moment in the genre, or in originality, or in how the story is told. What it does have is a certain restraint that keeps a fairly dull sounding plot surprisingly interesting. The X-Files influence on the mood and atmosphere is clearly evident, and it's easy to imagine Cradle Bay as some secluded town that Mulder and Scully stumble upon only to discover this mind control plot.One of the highlights of the film is the acting. There's nothing there to blow anyone away, but this is easily one of the best portrayals of teenagers in almost any movie I've seen. There's enough subtlety as to not simply show them as stupid teenagers and insult their intelligence, but there's enough naiveté and impulsiveness to make the characters believable as teenagers as opposed to the overly introspective or self sufficient characters with hardly a mention of or need for any parents so prevalent in many movies.There is a certain coldness and sterility to the ambiance of Disturbing Behavior, punctuated perfectly by the warmth of the humor and irreverence of our 4 friends as well as the spontaneity of the crazy old janitor. While maybe a little smart for his age, Stahl as Gavin is a pleasure to watch on screen, especially with U.V. as his quiet and quirky sidekick. Marsden as Steve plays the new kid in school down to a tee, keeping a low profile and genuinely trying to find his place in this new world. Holmes is beautiful as Rachel and while her character doesn't serve much purpose other than Steve's love interest and later the damsel in distress, she does a fine job of being just another misfit.The plot can wear thin at times, and Caldecott goes a little too far with his mad scientist persona late in the film, but the film rarely loses it's eerie foothold. The robotic and sometimes psychotic teenagers are fun to watch as well. It's a mundane and tired concept, but it's brought forth in a believable way without becoming hokey. In many respects they are the typical jock; looks great to adults but totally evil to those outside their clique. In Disturbing Behavior we actually have a reason why this kids act in this manner.I don't know that I have much more to say. There isn't a lot about this film to dissect or read into, but it's a pleasure to watch.