Disturbing Behavior

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Disturbing Behavior
Disturbing behavior.jpg
Directed by David Nutter
Produced by Armyan Bernstein
Written by Scott Rosenberg
Starring James Marsden
Katie Holmes
Nick Stahl
Bruce Greenwood
William Sadler
Music by Mark Snow
Cinematography John S. Bartley
Edited by Randy Jon Morgan
Distributed by Metro-Goldwyn-Mayer
Release dates
July 24, 1998
Running time
83 minutes
Country United States
Language English
Budget $15,000,000
Box office $17,514,980

Disturbing Behavior is a 1998 American science fiction horror film starring James Marsden, Katie Holmes, and Nick Stahl. The screenplay, written by Scott Rosenberg, follows a group of high school outcasts who are horrified by their "Blue Ribbon" classmates, and was compared unfavorably by most critics to the 1975 thriller, The Stepford Wives.[1][2][3][4][5][6] The film was directed by David Nutter, who was a director and producer of The X-Files as well as a director and co-executive producer of Millennium.


Steve Clark (James Marsden) is a high school senior whose family moves to Cradle Bay, a picturesque coastal town in Washington state's Puget Sound with his parents. It has been nearly one year since Steve's older brother, Allen (Ethan Embry), committed suicide which traumatized the family. Steve's parents tell him that they have relocated from Chicago to Cradle Bay as a fresh start to move on with their lives.

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 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). Steve is understandably skeptical.

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, waiting to seduce him under the pretense of helping his younger sister study. However, her heightened arousal causes her to suddenly behave erratically and smash her head into a mirror, after which she is taken to a medical facility under Dr. Caldicott's care. Now Steve and Rachel must find the source of the Blue Ribbons as well as try and save the rest of the school before it's too late. They find a CD-R disc that Gavin hid for them in the boiler room, containing a video he made of himself before his "transformation", telling them about the club and about the history that he learned about Dr. Caldicott.

During this, Steve also befriends Dorian (William Sadler), the school janitor, who appears to be mentally handicapped 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, which is an abysmal failure. Steve discovers that Dorian is actually highly intelligent, and carries classical literature pieces with him, and that he's hiding because he wishes to be left alone and does not trust society. Dorian also 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, as well as the local police chief Cox, 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. A little later, during an encounter where a Blue Ribbon known as "Chug" (A.J. Buckley) assaults Rachel in the school basement, the E-Rat-icator goes off, and immediately sends the student into a psychotic fit, driving him away.

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 that Gavin left behind. Here, 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 which cause violent fits. Also at Bishop Flats, they find Caldicott's daughter, Betty (Julie Patzwald), a failed project who spends her time repeating the same phrase: "Meet the musical little creatures that hide among the flowers".

After escaping from the hospital, Steve and Rachel have a run-in with the town's police chief Cox (Steve Railsback) who is also involved in the conspiracy and he tries to arrest them after learning from Dr. Caldicott about their excursion to the mental hospital. But Dorian shows up under the pretense that he is disposing of dead rats when he subdues the police chief and tells Steve and Rachel to leave town and go public with what they know about Dr. Caldicott's work.

When Rachel and Steve return home, they plan to get out of town along with Steve's younger sister, Lindsay (Katharine Isabelle), but when they arrive at Steve's house, Steve's parents (Terry David Mulligan and Susan Hogan) reveal that they are also part of the conspiracy and that they moved to Cradle Bay for the sole purpose to sign him up for Caldicott's program. Steve and Lindsay try to get out but they get ambushed by a group of Blue Ribbons waiting for them outside the house. They drag Steve and Rachel to the programming center, but Steve escapes and rescues Rachel, killing the medical techs as well as Chug who has been left behind to guard them.

They try to get out of town again with Lindsay and U.V., but the Blue Ribbons and Caldicott are waiting for them on the road near the ferry out of town. When hope seems lost, Dorian drives up, his car hooked up with 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, but, having been fatally wounded after being shot by Caldicott, Dorian drives his car off a cliff with most of the Blue Ribbons hanging onto his car. This leads to a final battle 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 teacher. The well-groomed substitute turns around, and it's Gavin, with the blue ribbon "twinkle" still active in his eye.



The film opened at No. 7 at the North American box office making $7 million USD in its opening weekend. It had a 57% decline in earnings the following week, falling to No. 12.[citation needed]

As of November 2015, the film holds a "rotten" 33% rating at the film review aggregator website Rotten Tomatoes, receiving 24 negative reviews out of 36.[7]

Alternate versions[edit]

After filming was completed and director David Nutter edited his director's cut, MGM took the film away from him and had several different versions re-edited and shown to test audiences. Eventually, an 83 minutes long version was the one selected for theatrical release. Many cut scenes from the film focused more on plot and character development. Cuts made to the film were so severe that Nutter thought about having his name removed from the credits.[8]

Although a director's cut was never released, there is a fan edit version of the film available, which runs 103 minutes and uses the DVD's deleted scenes, including the film's original ending. There are other deleted scenes which were not released, while the real director's cut ran 115 minutes.[9]

The DVD release features eleven deleted scenes featuring more story and character development, as well as a love scene between Steve and Rachel, never used in the theatrical release, but present in the theatrical trailer. Also included is an alternate ending where Gavin meets a different fate than the one used in the theatrical release, including the revelation that the program is assisted by a shadowy government organization. In the film commentary the director complained that he objected to particular scenes being removed, but that the producers overrode his objections.

U. S. cable network Syfy Universal has been known to air a somewhat unofficial director's cut of the film, with the deleted scenes reinstated, though the film is still shown with the theatrical ending.

Love scene[edit]

As they are leaving Bishop Flats, Steve makes the decision to return to Cradle Bay to rescue his sister, which upsets Rachel. Rachel then tells Steve that all her ambitions of escaping Cradle Bay and going to college have now evaporated with their new revelations about the Blue Ribbon program, and implores him to simply escape with her. When he insists on returning for his sister, Rachel relents and goes with him. On the ferry back to Cradle Bay, Steve and Rachel use the time to have sex in Rachel's truck.

This scene was removed from all subsequent versions of the film after the 2000 DVD release.

Alternate ending[edit]

Gavin is not affected by the E-rat-acator, because he is wearing his headphones. He confronts Steve and his group on the ferry. Still a friend, Steve pleads with Gavin that they need to get him some help. Gavin refuses on the false belief that everything helped him without the realization of the program's effects which cause him to react. He tries to shoot Steve with a shotgun and UV shoots him three times with the gun that Steve took away from him. As he lies dying on the ground, Gavin escapes out of his hypnosis to chastise a heartbroken UV (for not being able to kill him in fewer than three shots) while the others tend to him. His dying words are a sarcastic remark that his death will prevent him from meeting his pre-transformation idol, Trent Reznor. Despite having survived the events that preceded them, the group is reminded that they still lost a friend in the process as everyone starts to tear up.


  1. ^ Disturbing Behavior FILM REVIEW: "Young Goody-Two-Shoes Who Basically Lack Souls" By Stephen Holden. The New York Times, published July 24, 1998.
  2. ^ CNN Movie Review: 'Disturbing Behavior' alarmingly like "Stepford Wives" By Paul Tatara, Friday, July 31, 1998, CNN.
  3. ^ Amazon.com Editorial Review for Disturbing Behavior by Mark Englehardt.
  4. ^ Entertainment Weekly Movies: Disturbing Behavior by Lisa Schwarzbaum, July 31, 1998.
  5. ^ Variety Review: Disturbing Behavior By Dennis Harvey, July 24, 1998.
  6. ^ ReelViews.net Disturbing Behavior: A Film Review By James Berardinelli, July 24, 1998.
  7. ^ Rotten Tomatoes entry for Disturbing Behavior
  8. ^ http://articles.latimes.com/1998/sep/18/entertainment/ca-23820
  9. ^ http://www.proyouthpages.com/disturbingbehavior.html

See also[edit]

The Stepford Wives, 1975 film

Strange Behavior, 1981 film

External links[edit]