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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

Al Pacino is Vincent Hanna of the LAPD robbery/homicide division. Now in a third failing marriage, Hanna is a man consumed by his occupation, which exposes him to all the sordid crime and violence for which LA is famous. Robert DeNiro is Neil McCauley, the leader of a successful bank robbing team that includes his protégé Chris Shiherlis, played by Val Kilmer. After a fouled-up heist puts Hanna on McCauley's trail, Heat becomes an elaborate cat and mouse chase between a driven police lieutenant and a seasoned criminal. Writer and director Michael Mann (Manhunter, Miami Vice, Last of the Mohicans), uses the chase as an opportunity to examine two interesting personalities who turn out to be more alike than different.

As if Hanna and McCauley didn't already give enough material for three movies, Heat one-ups itself by leaving no supporting characters behind. Chris and his wife, Charlene (Ashley Judd), are given some of the movie's most intense drama, when after the climactic shootout, police use Charlene to lure Chris into captivity. Ashley Judd is given an emotionally restrained moment to reconcile her love for Chris with her desire for a more stable life. From her apartment balcony, she makes a simple hand gesture that signals Chris to turn around and never come back. Chris is forced to accept her decision for fear of being caught. Diane Venora, as Vincent's wife, serves up one of the movie's finest supporting performances. As Justine, she is a woman in an impossible love relationship. Venora balances the anguish with compassion and understanding, making her relationship with Hanna the movie's most engaging.

In Heat, even characters with only ten minutes of screen time (or less) are given full character arcs. Dennis Haysbert plays Donald Breedan, whom we first meet outside the context of the major storyline. He applies for a job at a burger joint, where's the manager knows he's a released convict and treats him with great contempt. He takes all of Breedan's tips and pays him less than minimum wage. Haysbert, portraying Breedan as a character who has made a sincere effort to change his life, has very powerful, though brief, scenes with Kim Staunton, who plays his girlfriend, Lillian. When Breedan, disappointed with his job prospects, asks, "Why are you with me?", she responds, "because I'm proud of you". Haysbert almost cries. With only two short scenes, these characters have already inhabited Heat's world and drawn us into it that much more. When Breedan is propositioned by McCauley to join the big bank heist, we understand why Breedan makes the wrong decision.

And when Lillian learns of Breedan's death on the evening news, it's a genuine emotional moment. In mere minutes, we knew these characters - because Heat takes the precious time to introduce them and let them exist as something other than plot points.

And there are so many more to know, with well-established actors in all variety of supporting roles: Jon Voight, Tom Sizemore, Mykelti Williamson, Wes Studi, Ted Levine, William Fichter, Hank Azaria, Henry Rollins, Tone Loc, and Xander Berkeley. No one is a throw-away. All of them are real in the moments the camera turns to them, giving spice to what is already a remarkable achievement worthy of its tagline - "a Los Angeles crime saga".

Michael Mann gives Heat his signature visual flare. LA has never looked this good, nor have many films. Dante Spinotti's photography and Mann's framings are nothing short of mesmerizing, aided by a hypnotic soundtrack by Elliot Goldenthal, Moby, and other artists. This powerful synthesis hits viewers broadside from the very first shot, one of a railway station at night. Through smoke and fields of blinking city lights, washes of blue and the occasional piercing red, we are drawn into this world in a powerful visual and aural way - matching, if not surpassing, the narrative efforts. Mann, famous for the iconic look of Miami Vice, goes the extra measure in Heat, as evident in scenes at McCauley's home on the ocean, in balcony scenes overlooking the vast city of lights, and in a great number of scenes shot at "magic hour", that ten minutes at dawn or dusk when the skies are at their most beautiful. One lush frame blends into another, and the parade never ends until the movie is over. Heat is, quite simply, one of the most beautiful films I've ever seen. - Scott Schirmer