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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.

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!

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

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.