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Disturbing Behavior (1998)

The new kid in Cradle Bay, Washington stumbles across something sinister about the town's method of transforming its unruly teens into upstanding citizens.


David Nutter


Scott Rosenberg
3,655 ( 482)

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Cast overview, first billed only:
James Marsden ... Steve Clark
Katie Holmes ... Rachel Wagner
Tobias Mehler ... Andy Effkin
Nick Stahl ... Gavin Strick
Steve Railsback ... Officer Cox
Bruce Greenwood ... Dr. Edgar Caldicott
Katharine Isabelle ... Lindsay Clark
William Sadler ... Dorian Newberry
Ethan Embry ... Allen Clark
Terry David Mulligan ... Nathan Clark
Susan Hogan ... Cynthia Clark
A.J. Buckley ... Charles 'Chug' Roman
Robert Moloney ... Ferry Guy
Derek Hamilton ... Trent Whalen
Dan Zukovic ... Mr. Rooney


After the suicide of the teenager Allen Clark, his family decides to move from Chicago to the quiet Cradle Bay Island seeking a peaceful life for the siblings Steve and Lindsay Clark. When Steve joins the local high-school, the outcast Gavin Strick befriends Steve and introduces his also rejected friend Rachel Wagner to the newcomer. Gavin exposes to Steve in the refectory the punks, the nerds and the different tribes of the school and he defends the weird theory that a sinister force changes the behavior of the annoyingly perfect "Blue Ribbons", a group of good students that wear identical jackets and gather in the Yogurt Shoppe. Further he tells that he had witnessed the blue ribbon Andy Efkin killing their schoolmate Mary Jo that is missing and the local Officer Cox covering the murder. Steve does not believe on Gavin words, but when his friend is submitted to the treatment of Dr. Edgar Caldicott and immediately changes his behavior, joining the Blue Ribbons, Steve and Rachel ... Written by Claudio Carvalho, Rio de Janeiro, Brazil

Plot Summary | Plot Synopsis


In Cradle Bay... there's nothing more frightening than perfection. See more »

Motion Picture Rating (MPAA)

Rated R for strong violence, sexuality, language, and drug content | See all certifications »

Parents Guide:

View content advisory »


Official Sites:



Australia | USA | Canada



Release Date:

24 July 1998 (USA) See more »

Also Known As:

Perturbados See more »


Box Office


$15,000,000 (estimated)

Opening Weekend USA:

$7,070,714, 26 July 1998

Gross USA:

See more on IMDbPro »

Company Credits

Show more on IMDbPro »

Technical Specs


Sound Mix:

DTS | Dolby SR



Aspect Ratio:

1.85 : 1
See full technical specs »

Did You Know?


Katie Holmes and James Marsden appear in the music video by The Flys "Got you". Also, several clips of this movie appear throughout the video. See more »


When Steve finds and bonds with the janitor in the basement boiler room, Steve asks, "What the hell is going on around here?". In the janitor's explanation, he describes a fatal car crash. He says that 4 teenagers "got properly squiffed on Daddy's gin", but then moments later, while describing the crash, says that beer cans covered the road "as far as the eye could see". See more »


Gavin Strick: Look at him, he's killing his hard-on.
See more »

Crazy Credits

If the opening credits are watched frame by frame, 2-3 frame bursts are seen that are relevant to the story. These depict the process by which Dr Caldicott performs his operation, including a shot of a slow moving needle and an eye that has been clamped open. See more »

Alternate Versions

German version is cut for violence to secure a "Not under 16" rating. See more »


Referenced in Film Geek (2005) See more »


Gods Of Basketball
Music by The Flys
Lyrics by Adam Paskowitz
Performed by The Flys
Courtesy of Trauma Records
See more »

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User Reviews

A good underrated sci-fi favorite film i'm in love with Katie Holmes
7 September 2017 | by ivo-cobra8See all my reviews

First I want to say I love Katie Holmes to death and I really miss the actress. She was so great in the 90's until 2005 when Tom Cruise turned her around and mess her career. Katie Holmes is a wonderful actress beautiful sexy babe and talented in this movie that is one of the reason's why I think this movie is so good and it is not because of James Marsden but because of Katie Holmes. She was so great in Dawson's Creek I watched that show mainly because of Katie. She was damn good in Go and she was a bad-ass in Teaching Mrs. Tingle. I haven't seen her in Pieces of April but I am sure it must be a good movie. I miss the actress after Batman Begins I don't see her on screen time anymore it feel's like she disappeared. In this movie she was so damn awesome and she had such a charm and she was hot. She appeared in video spot The Flys: Got You (Where I Want You) today I am still listening that song.

About the movie: for me this is more mystery sci-fi thriller with flaws and with less action it doesn't have enough action. The film is fast paced mostly those three actors James Marsden, Katie Holmes, and Nick Stahl are really good and they are giving best of their performances I miss that.

The movie follows a group of high school outcasts who are horrified by their "Blue Ribbon" classmates. The new kid in town stumbles across something sinister about the town's method of transforming its unruly teens into upstanding citizens. The movie is more a sci-fi mystery thriller a group of students Blue Ribbon are completely upstanding citizens but they also kill people. They are like cyborg's turned in to zombies. Dr. Edgar Caldicott (Bruce Greenwood) want's to make everyone to be obeying upstanding citizen. When the new kid Steve Clark find's out the truth about what is going on in his school he has to get out. But first he has to safe his sister and his friends from the same fate as his friend Gavin (Nick Stahl) turned out to be.

The film really lacks on the story and it has a flaws. I wish there would be more action and there would more stuntman's in this film. It also lacks on the story how this scantiest brainwashed those kids to be under his spell. It wasn't that enough explained but the rest was great. I enjoyed the film and I had a fun watching it. I loved the ending in which Nick Stahl shows alive and now a high school teacher he he. William Sadler from Die Hard 2 is in this movie and he plays the good guy a janitor and a bad-ass on the end of the film I loved it.

I watched this movie in high school and after high school and even today I am watching it. Disturbing Behavior was released the same year as The Faculty come out. They don't make movies like this one today they really don't. They made a horror movie Get Out that stole mostly this scenes from this movie and it was flawless in my opinion but this movie is my favorite. I want movies like this back, I want movies like this one today I want them so much today. Hollywood doesn't make good movies anymore like are this one today.

Directed was by David Nutter who also directed The X-Files episodes, 21 Jump Street, Booker, Game of Thrones and way other TV Shows he more directed TV shows then movies but still I like this movie it was good. The ranting I am giving is a B 7/10 I wish it wouldn't be that short and also the ending in my opinion was good and happy. Steve (James Marsden) and Rachel (Katie Holmes) are together on a boat they have each other and Steve saved his sister Lindsay (Katharine Isabelle,) the acting from everyone was good and everyone did a good job on this movie, peace.

Disturbing Behavior is a 1998 American science fiction horror film starring James Marsden, Katie Holmes, and Nick Stahl. The screenplay, written by Scott Rosenberg and was compared unfavorably by most critics to the 1975 thriller, The Stepford Wives.

7/10 Grade: B Studio: Metro-Goldwyn-Mayer Starring: James Marsden, Katie Holmes, Nick Stahl, Bruce Greenwood, William Sadler Director: David Nutter Producer: Armyan Bernstein Writter: Scott Rosenberg Rated: R Running Time: 1 Hrs. 24 Mins. Budget: $15.000.000 Box Office: $17.411.331

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