Director: David Nutter
Screenplay: Scott Rosenberg
Starring: James Marsden, Katie Holmes, Nick Stahl, Bruce Greenwood, William Sadler
Running Time: 80 minutes
Genre: Thriller, horror, science-fiction
Summary: Shortly after the death of his brother, teenager Steve Clark (Marsden) moves from Chicago to the pictureque coastal town of Cradle Bay with his parents and younger sister (Katherine Isabelle). Shortly after enrolling at the local High School, Steve befriends intelligent outsiders Gavin Strick (Stahl), U.V. (Chad E. Donella) and Rachel Wagner (Holmes). Steve also notices the elite group of attractive, preppy, high-achieving students known as the "Blue Ribbons". It turns out that the Blue Ribbon members have been brainwashed into losing their individuality and becoming model students, and a side-effect of their conditioning triggers homicidal rages should they become sexually aroused. Before long, the Blue Ribbons set their sights on removing Steve and friend's rebellious tendencies.
Opinions: This film is pretty much typical of late '90s teenage horror fare with it's attractive cast and wise-cracking script the film turns out almost as a blend of Invasion of the Body Snatchers (1956) and the TV series Dawson's Creek (1998-2003) (of course the film stars Katie Holmes who was a regular on Dawson's Creek). It also bears a very strong similarity to the 1999 film The Faculty which also dealt with mind control and high school. The film's director, David Nutter, is probably best known for directing episodes of moody horror/science-fiction shows such as The X-Files and Millennium, and he incorporates some of those show's trademark gloomy visuals here.
The cast are efficient and engaging enough, if not particularly impressive, and events move at a quick pace and rarely get dull. Despite this however, the film still feels like a TV show episode expanded to feature length. It also has a number of minor but distracting little continuity errors throughout, stuff like someone will have a hand on someone else's shoulder but the shoulder that the hand is on will keep switching from shot to shot. Granted these aren't exactly show-stopping errors, but they are slightly distracting.
The movie makes for a fun enough distraction for an hour and a half though.
Several scenes were cut from the film, apparently against the director's wishes, including a love scene between James Marsden and Katie Holmes (which was present in the film's theatrical release) and an alternate ending.
Katie Homes and Nick Stahl in Disturbing Behavior