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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

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.

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

Steve and his family move from Chicago to Cradle Bay (which based on a road sign is outside Seattle). We later learn his brother Allen died, and that has something to do with the move. At his new high school, he meets Gavin and U. V., who take drugs and listen to depressing heavy metal music. Gavin has the hots for Lorna, but she's a Blue Ribbon, a member of a group of students that help out in the community and help each other study. Gavin wants nothing to do with these people.

It turns out the Blue Ribbons aren't as goody-goody as they first appear. To call them snobs is an understatement. Anyone who isn't a member is treated like dirt, but of course new members are accepted all the time. The organization had its beginning with a deadly car wreck, and Dr. Edgar Caldicott played a large role in getting it started.

This film reminds me of an episode of 'Smallville', except only the villains (who appear to be the good kids) have the super powers. Or maybe they're not actually super powers. This film had its own version of Belle Reve, where all the Smallville freaks seemed to end up eventually. Also, there was the loud alternative rock music in some scenes and the pleasant classical-style background music in others. I really liked the music in Roscoe's Yogurt Shoppe and in the asylum (I'm referring to Barry Manilow).

I actually found the bad kids appealing in this movie--Gavin, Rachel, and Dickie in particular. The real standout character, though, is the demented janitor Mr. Newberry, who comes across as if Gilbert Gottfried had played the Bill Murray role in 'Caddyshack'. Another good though brief performance came from Julie Patzwald as Betty Caldicott.

This was a little on the violent side, but I guess for the type of movie it wasn't too bad. A lot of bad language seemed to have been cleaned up for TV. And I'm not sure whether this is something that was edited out, but in one scene, the position of a girl's head relative to her date suggests something that happened in Bill Clinton's White House.

It wasn't a classic by any means, but it wasn't too bad.

Contemporary horror flick with a standard premise. This flick is about a teen stumbling across an evil conspiracy that is turning the teenagers of a small town into well dressed, well groomed, intelligent students that resort to homicide when angry.

Katie Holmes is totally wasted in a supporting role. Excessive pre-release cutting damaged what could have been one of the best teen horror films of the 90's. This could have been a very emotional, haunting and even touching film with a disturbing ending. What is left now is a teen driven, cold, and chainsaw edited flick with a poor gimmicky ending. Still some signs of intelligent intentions shine through, the performances for the most part are unusually good, and the director does a fine job of building up a paranoid, crazed sense of atmosphere.

Rated R; Violence, Sexual Situations, Nudity, Drug Use, Drinking, and Profanity all involving teenagers.

The original cut would merit a * * *1/2 rating.