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Disturbing Behavior

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Disturbing Behavior

Disturbing Behavior
Theatrical release poster
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
  • 24 July 1998 (1998-07-24)
Running time 83 minutes
Country Australia
United States
Language English
Budget $15,000,000
Box office $17,514,980

Disturbing Behavior is a 1998 thriller science fiction 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 crtitics to the 1975 thriller, The Stepford Wives.[1][2][3][4][5][6] 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), the film gives no credit to the aforementioned 1975 film or the 1972 book by Ira Levin.


Steve Clark (James Marsden) is a high school senior whose family moves to Cradle Bay, a picturesque coastal town in Washington state. Steve soon 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. 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 and the school principal, 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, 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".

When Rachel and Steve return, they plan to get out of town along with Steve's younger sister, Lindsay (Katharine Isabelle), but when they get back, 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. They drag Steve and Rachel to the programming center, but Steve escapes and rescues Rachel. 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 the school janitor 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.

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.

As of December 2011, the film holds a "rotten" 32% rating on Rotten Tomatoes, receiving 23 bad reviews out of 34.[7]

Alternate versions

The DVD release features eleven deleted scenes featuring more story and character development, as well as a love scene between Steve and Rachel that was present in the theatrical release but deleted on the DVD release. Also included is an alternate ending where Gavin meets a different fate than the theatrical ending and 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 from the film, 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

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; however, it was included on VHS copies and the theatrical version of the film.

Alternate ending

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 his own 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. ^ , published July 24, 1998.The New York Times FILM REVIEW: "Young Goody-Two-Shoes Who Basically Lack Souls" By Stephen Holden. Disturbing Behavior
  2. ^ .CNN By Paul Tatara, Friday, July 31, 1998, CNN Movie Review: 'Disturbing Behavior' alarmingly like "Stepford Wives"
  3. ^ by Mark Editorial Review for Disturbing Behavior
  4. ^ by Lisa Schwarzbaum, July 31, 1998.Disturbing Behavior Movies: Entertainment Weekly
  5. ^ By Dennis Harvey, July 24, 1998.Disturbing Behavior Review: Variety
  6. ^ : A Film Review By James Berardinelli, July 24, 1998.Disturbing Behavior
  7. ^ Disturbing BehaviorRotten Tomatoes entry for

See also

The Stepford Wives, 1975 film

External links

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