Disturbing Behavior

Disturbing Behavior is a 1998 American teen science fiction psychological 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.

Disturbing Behavior
Directed byDavid Nutter
Produced byArmyan Bernstein
Written byScott Rosenberg
Music byMark Snow
CinematographyJohn S. Bartley
Edited byRandy Jon Morgan
Distributed byMetro-Goldwyn-Mayer
Release date
  • July 24, 1998 (1998-07-24)
Running time
83 minutes
CountryUnited States
BudgetUS$15 million
Box officeUS$17.5 million


Steve Clark (James Marsden) is a high school senior whose family moves to Cradle Bay, a picturesque island community in Washington state's Puget Sound. It has been nearly one year since Steve's older brother, Allen (Ethan Embry), committed suicide, which traumatized the family.

During Steve's first day at his new high school, he meets and befriends three outcast students, Gavin Strick (Nick Stahl), Gavin's friend, U.V. (Chad Donella) and Rachel "Rae" 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. Edgar Caldicott (Bruce Greenwood). Later that day, Steve witnesses a fight in class between a rebellious student, Dickie Atkinson (Tygh Runyan) and one of the Blue Ribbons. Dickie is later accosted at a secluded marina by the Blue Ribbons. He later reappears at school as a clean-cut Blue Ribbon and assists in smashing up his once-prized muscle car in front of the students.

Steve goes to a local yogurt shop to meet Gavin, but the Blue Ribbons, keen to befriend him, invite him to sit with them. Gavin arrives to meet Steve, and takes him outside after a tense exchange with the group. Gavin shows Steve a photograph of himself and several of his friends, who were transformed into Blue Ribbons. The two eavesdrop on a parents meeting, where Gavin learns his parents have signed him up for Caldicott's program. Steve remains skeptical of Gavin's fears of the Blue Ribbons and the program, and wrestles a gun Gavin produces, which he planned to use against his expected abductors.

The following day at lunch, Gavin walks in with his hair cut, and 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 (Crystal Cass) in his living room, waiting up after tutoring Steve's younger sister Lindsay (Katharine Isabelle). She goes to use the bathroom, then emerges, partially undressed, and forcefully kisses Steve. Her heightened arousal causes her right eye to glow red, startling Steve. Lorna then starts chanting: "Wrong, bad!" and then smashes her head into a mirror, attacks Steve with a mirror shard, and then leaves the house. She is later seen undergoing treatment at a medical facility under Dr. Caldicott's direction. He insists to Lorna's parents that the Brain implant where the pituitary gland and right eye are works, and she needed a new one.

During this time, Steve also befriends Dorian (William Sadler), the school janitor, who appears to be mentally disabled 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. Dorian 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, the local police chief, the school principal and entire school faculty, who hired Dr. Caldicott to "reprogram" their own children to become the perfect people that they want them to be and not rebellious teenagers. Rachel finds a CD-R disc that Gavin hid in the school's boiler room, containing a video he made of himself before his "transformation", telling about the history of the club and Caldicott's background. A Blue Ribbon known as "Chug" (A.J. Buckley) attempts to rape Rachel in the basement, when Dorian's E-Rat-icator goes off, and immediately sends Chug into an agonized frenzy, during which Rachel slips away. Chug smashes the E-Rat-cator and walks out, apparently oblivious to what has just occurred.

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. They find out that mind control is being used to make unruly teens become perfect so they can function properly in life, but the programming has some glitches that lead to momentary relapses and violent fits. They also find Caldicott's own daughter, Betty (Julie Patzwald), a failed project who appears to have been lobotomized by her father's experiments.

After escaping from the hospital, Steve and Rachel return to Cradle Bay to plan to rescue Lindsay and Gavin's friend, U.V. before fleeing town. They have a run-in with the town's police chief Cox (Steve Railsback) who is also involved in the conspiracy. He tries to arrest them for being out after curfew, but Dorian shows up under the pretense that he is disposing of dead rats, then knocks out the police chief and frees Steve and Rachel, telling them to leave town and go public with what they know. When Rachel and Steve return to Steve's home to get Lindsay, Steve's parents reveal that they moved to Cradle Bay to sign him up for the program. A group of Blue Ribbons ambush them and drag Steve and Rachel to the programming center. Steve grabs a scalpel before being strapped into a chair. Before the reprogramming can start, Steve uses the scalpel to cut his bonds and rescue Rachel, and killing the medical techs. On the way out, they encounter Chug, who attacks Steve. Rachel bludgeons Chug to death, saving Steve.

Exiting what turns out to be the town hospital's basement, Steve and Rachel are met by Lindsay and U.V. in Rachel's truck. Rushing to catch the early ferry, they meet with a roadblock made of Blue Ribbons and Caldicott on the road. When hope seems lost, Dorian drives up, striking Caldicott, and activating 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. Steve tells U.V. to drive Lindsay and Rachel to the ferry and follows Dorian on a motorcycle. Dorian, having been fatally wounded by a gunshot from Caldicott, and believing the Blue Ribbons to be beyond help, drives his car off a cliff with most of the Blue Ribbons hanging onto it. A final battle ensues between Steve and Caldicott, which Steve wins by kicking Caldicott off the cliff. Steve then rides the motorcycle to the ferry, where he and Rachel reunite with a kiss. They then leave Cradle Bay on the ferry with Lindsay and U.V. to begin a new life 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 student teacher. The well-groomed teacher turns around after writing on the board and is revealed to be Gavin, with the Blue Ribbon "red twinkle" still active in his right eye.



Reviews for the film were mixed to negative. As of January 2019, the film held a "rotten" 34% rating at the film review aggregator website Rotten Tomatoes, receiving 25 negative reviews out of 38.[7]

In spite of the disappointing reviews, Disturbing Behavior was a moderate success at the box office. 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.[8]

Alternate versions

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.[9]

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. A few other deleted scenes were not released, while the real director's cut ran 115 minutes.[10]

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. Scenes include a conversation between Dorian and Steve, in which Dorian explains how a crash that killed four drunken teens, a mother and her young child devastated the town and made them receptive to Caldicott's plan; a conversation between Steve and Rachel on the ferry, in which he tells the circumstances behind his brother's suicide; a ride Steve gets from Officer Cox after being chased by the Blue Ribbons and before encountering Lorna at his house; and Steve's mother finding a gun (confiscated from Gavin) hidden under Steve's mattress, which prompts them to bring in Caldicott. Also included is an alternate ending where Gavin meets a different fate than the one used in the theatrical release, and the revelation that Caldicott's program is assisted by a shadowy organization seeking a "prototype".

In the film commentary, the director complains that he objected to particular scenes being removed, but that the producers overrode his objections. In certain versions of the theatrical release, the two aforementioned conversations did stay included.

The United States cable networks Syfy Universal and Comet (TV network) have been known to air a somewhat unofficial director's cut of the film, with the deleted scenes reinstated, although the film is still shown with the theatrical ending.[11]

Love scene

As they are leaving Bishop Flats, Steve makes the decision to return to Cradle Bay to rescue his sister, which upsets Rachel, who 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. The scene can be found on the original 2000 DVD release by MGM.

Alternate ending

After defeating Callicott, Steve gets on the ferry, and discovers his friends held up at gunpoint by Gavin, and it turns out he wasn't affected by the E-rat-acator, because he was wearing his headphones. Still trying to be his 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.

See also


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