Another run of the mill retread of the old Invasion of the Body Snatchers gimmick. The fear in Disturbing Behavior is not brought on by a knife-wielding maniac (those are always fun). No, we're talking about the horror of conformity.

Steve Clark is the new kid in town (there's always a "new kid in town" in these movies). He's played by the expressionless Jimmy Marsden whose only apparent claim to fame is that he was the original Griffin on Party of Five. On his first day at his new school, Stevie quickly settles in with a small group of outcasts, (that someone so obviously handsome and athletic as Marsden would end up with the loser crowd feels wrong right off the bat, but we'll let that go). He also catches the eye of Rachel (Dawson's Creek cutie Katie Holmes, giving us her PG-13 version of a "bad girl"). But all is not well.

The school is run by a powerful clique of kids known as the "Blue Ribbons". They're good at sports, they get good grades. They're perfect... a little too perfect. Turns out the school's resident Guidance Counselor/Mad Scientist (Bruce Greenwood) has literally turned the kids into brainwashed robots -- and Steve could be next!

Whenever these mind controlled kids gets sexually excited, they go berserk and start doing very violent things; nevertheless, there's not a single scary moment in the film. At times the movie seems only to exist as an excuse to sell the CD version of its Top 40 soundtrack. Rather than work the songs in subtly, or place them at appropriate moments, the movie instead pauses several times for what can only be described as brief music videos.

The only things saving Disturbing Behavior from unwatchabilty are Scott Michael Rosenberg's script, which has some clever lines, and William Sadler, who plays a quirky school maintenance man. He's the only one in the cast who bothers to even attempt an original performance. On the whole, the movie plays like a mediocre X-Files episode in which Mulder and Scully forgot to show up.

(c) Copyright 1999