Fanciful, disturbing, and wildly original, it announces the arrival of a fresh, bold voice in American cinema.

After playing with our expectations, this turns out to be a very different sort of film.

There's no way I can possibly love it entirely but I just think its ridiculously bad, but enjoyable at the same time.

Exactly the movie you think it is, but not the movie you want it to be.

Katie Holmes takes on the role of rebellious Goth teen Rachel Wagner in "Disturbing Behavior." She was doing her best at the time to break free of her good-girl typecast in "Dawson's Creek" where she played near-perfect Joey. What that means is she grimaces a lot and dresses up in half-shirts and rocker boots."Disturbing Behavior" has all the tropes you could ever want in a genre film from the late 1990s. You get over-the-top performances and bad acting mixed with hints of tell-tale talent. A melodramatic electronic soundtrack is mixed well with an alternative rock soundtrack and clothing styles that defined the decade. The lesson to be found in "Disturbing Behavior" is that you must fight for your identity and individuality. Don't run with the crowd just to be accepted. There's a lot more social commentary here than what you would expect from a Hollywood teen flick.The visual effect used to show the brainwashing really ages the movie as well. They're a sort of fractal imagery that would have looked advanced in a Pre-CGI world, but comes across as hokey today.The movie is rated R for strong violence, sexuality, language, and drug content. There's nudity in a couple of parts and one definite scene suggesting something is going on out of frame. As usual, it's really all needless and might have been the reason the movie wasn't as successful as it could've been were it accessible to a PG-13 crowd. "Disturbing Behavior" manages to provide some great thrills and chills. The best way to describe it is as a sort of teen slasher mixed with "The Stepford Wives" and "A Clockwork Orange." The ending seems rushed and comes with some cheesy one-line and a tacked - on finale that would lead you to believe they're might be a sequel in the works. Unfortunately, the movie didn't make enough money at the box office to merit such a thing.

Disturbing Behavior (1998): Dir: David Nutter / Cast: James Marsden, Katie Holmes, Nick Stahl, William Sadler, Bruce Greenwood: Follows the trend of hacked up teenagers and loud music and this one ranks amongst the worst of them. One young lady bashes her head into a mirror then says, "I have to go home. I have a physics exam tomorrow." Perhaps it was her reaction to reading the script sober and she was looking for an excuse to leave the set. Ripoff of the far superior Invasion of the Body Snatchers only this one involves a scientific experiment to render teenagers perfect. They're kidding, right? I'm afraid society has long given up that quest and just hope that they avoid more meaningless projects such as this. A family moves into town and discover that the local kids are a tad strange. It could be a drug problem since that is generally to blame. This town looks constructed straight from other horror films, only this time they should burn it so not to repeat this mistake again. Director David Nutter shamelessly attempts to make this garbage look original but who is he kidding? Laughable performances by James Marsden, Katie Holmes, Nick Stahl, and William Sadler as a crazed janitor. Their mission is to die in creative methods because the screenwriter cares about as much as we do. Pointless crap showcases someone getting their head bashed in with a pipe. That is exactly what should happen to the film. Score: 0 / 10

Disturbing Behavior is one of those movies I come back to time and time again. It might be a week between viewings or a couple of years may pass, but I always enjoy it. This film isn't great in the sense of a masterpiece, or a seminal moment in the genre, or in originality, or in how the story is told. What it does have is a certain restraint that keeps a fairly dull sounding plot surprisingly interesting. The X-Files influence on the mood and atmosphere is clearly evident, and it's easy to imagine Cradle Bay as some secluded town that Mulder and Scully stumble upon only to discover this mind control plot.One of the highlights of the film is the acting. There's nothing there to blow anyone away, but this is easily one of the best portrayals of teenagers in almost any movie I've seen. There's enough subtlety as to not simply show them as stupid teenagers and insult their intelligence, but there's enough naiveté and impulsiveness to make the characters believable as teenagers as opposed to the overly introspective or self sufficient characters with hardly a mention of or need for any parents so prevalent in many movies.There is a certain coldness and sterility to the ambiance of Disturbing Behavior, punctuated perfectly by the warmth of the humor and irreverence of our 4 friends as well as the spontaneity of the crazy old janitor. While maybe a little smart for his age, Stahl as Gavin is a pleasure to watch on screen, especially with U.V. as his quiet and quirky sidekick. Marsden as Steve plays the new kid in school down to a tee, keeping a low profile and genuinely trying to find his place in this new world. Holmes is beautiful as Rachel and while her character doesn't serve much purpose other than Steve's love interest and later the damsel in distress, she does a fine job of being just another misfit.The plot can wear thin at times, and Caldecott goes a little too far with his mad scientist persona late in the film, but the film rarely loses it's eerie foothold. The robotic and sometimes psychotic teenagers are fun to watch as well. It's a mundane and tired concept, but it's brought forth in a believable way without becoming hokey. In many respects they are the typical jock; looks great to adults but totally evil to those outside their clique. In Disturbing Behavior we actually have a reason why this kids act in this manner.I don't know that I have much more to say. There isn't a lot about this film to dissect or read into, but it's a pleasure to watch.

Like "The Faculty", released the same year, "Disturbing Behaviour" is a shameless amalgamation of "The Thing", "The Stepford Wives" and "Invasion of The Body Snatchers".The plot: a small town high school is slowly taken over by scientists who brainwash the local students. It's up to our band of heroes, led by James Marsden and Katie Holmes, to stop them.The film may be derivative, but it embraces its trashy nature, revelling in gore and nudity, the camera leering over Holmes' body and the director keeping the pace frenetic. The film contains an interesting score by Mark Snow, a cross between John Carpenter's 70s horror scores and "The Terminator" soundtrack, whilst the film itself plays like a middle tier John Carpenter movie, with several interesting compositions (a well lit gas station scene) and moody florescent bulb lit night sequences occurring every now and then.7.9/10 – With Holmes pursued by and sucked into a crazy cult in real life, this film, which involves her being chased by cultists determined to brainwash her, now seems prophetic.