James Marsden's family moves to the beautiful town of Cradle Bay, Washington. At first things seem perfect...his house is awesome, he has a new nerd friend (Nick Stahl), the school janitor reads Kurt Vonnegut and the supercute Katie Holmes is givin' him the stinkeye...but then he finds out about the Blue Ribbons. The Blue Ribbons are the cool clique of preppy kids that are all part of a "special program" lead by a local doctor. James soon starts to notice that the Blue Ribbons are pretty goddamn creepy in a "Invasion of the Body Snatchers"-kind of way and they seem to be above the law. Beat up some people in a grocery store? No big deal. Kill a local cop? Go on home, we'll clean this mess up.
I love high school horror films and although DISTURBING BEHAVIOR is low on the horror element it's still fun just for the high school scenes and the 90's-as-fook student body. Katie Holmes looking sexy as fook, that girl from GINGER SNAPS, 90's soundtrack (including that song by The Flys), very little violence, superfast half topless scene, incomplete feeling story. Half-hearted recommendation. Would make a okay double-feature with CRY_WOLF.