Synopsis for
Disturbing Behavior (1998) More at IMDbPro »

Steve Clark (James Marsden) is a high school senior whose family moves to Cradle Bay, a picturesque coastal town. Steve soon befriends three outcast students, Gavin Strick (Nick Stahl), U.V. (Chad E. Donella), and Rachel Wagner (Katie Holmes).

Gavin tries to tell Steve that he believes there is something evil about the "Blue Ribbons"students taking part in a program led by the school psychologist, Dr. Caldicott (Bruce Greenwood). Steve is understandably skeptical. The following day at lunch, Gavin walks in looking like a Blue Ribbon. When Steve tries to confront Gavin, he gets punched in the stomach for his impertinence. Now Steve and Rachel must try and save the rest of the school before it's too late. They find a disc that Gavin hid for them in the boiler room, before his "transformation," which tells them about the club.

During this, Steve also befriends Dorian, the school janitor, who appears to be mentally handicapped and hunts rats for the city. Dorian demonstrates a device which emits a soft, high pitched whine that is supposed to be innocuous buts annoying to rats, which is an abysmal failure. Steve discovers that Dorian is actually highly intelligent, and carries high classical literature pieces with him, and that he's hiding because he wishes to be left alone. During an encounter where a Blue Ribbon assualts Dorian, the rat device goes off, and immediately sends the student into a psychotic fit, driving him away.

They try and find out what has been happening to these kids, which leads them to a mental hospital called Bishop Flats. They learn that this mind control used to make depressed and awkward teens become perfect so they can function properly in life, but the programming has some glitches that lead to momentary relapses. Also at Bishop Flats, they find Caldicott's daughter, Betty (Julie Patzwald), who spends her time repeating the same phrase: "Meet the musical little creatures that hide among the flowers".

When Rachel and Steve return, they plan to get out of town along with Steve's little sister, Lindsay (Katharine Isabelle), but when they get back, Steve's parents (Terry David Mulligan and Susan Hogan) reveal they had him signed up for the program. Steve and Lindsay try to get out but they get ambushed by a group of blue ribbons waiting for them. They drag Steve and Rachel to the programming center, but Steve escapes and rescues Rachel. They try to get out of town again with Lindsay and U.V., but the Blue Ribbons and Caldicott are waiting for them near the ferry out of town. When hope seems lost, the janitor of the school drives up, his car hooked up with sonic devices that scramble the mind control tech inside the blue ribbons' heads. They chase after him and try to destroy the devices, but, having been fatally wounded by Caldicott, he drives off a cliff with the blue ribbons on it. This leads to a final battle between Steve and Caldicott, which Steve wins by kicking Caldicott off the cliff. Steve and Rachel then leave town.

The final scene shows a classroom in an urban high school with kids playing loud music, cursing, and acting up. They are informed that they have a new teacher. The well-kept sub turns around, and it's Gavin, with the blue ribbon "twinkle" still active in his eye.