Film Review: Disturbing Behavior (1998)

Into the Dark - Disturbing Behavior Video Vault Review

Director David Nutter makes a valiant effort to sophisticate Hollywood’s offerings to teen audiences and bring dignity to the maligned teen horror genre in Disturbing Behavior, a critically panned and generally disliked offering spat out by the struggling MGM/UA in the late ’90s . Despite a screenplay written with a very different (and less ambitious) agenda, I think Nutter succeeds in creating a dramatic, moody, and entertaining sci-fi/horror yarn far more difficult to dismiss than its contemporary equivalents.  It’s important to note that the version of “Disturbing Behavior” being analyzed here is the director’s cut, which is not the version released in theaters or DVD. Nutter’s cut isn’t available commercially, but if you watch the DVD’s considerable amount of deleted footage and the original ending, you can see how damaging the studio’s changes were.

After suffering the suicide of his older brother, Steve (James Marsden) and his family relocate to Cradle Bay, where some of the kids at school aren’t quite themselves these days. With the help of grungy friends Rachel (Katie Holmes) and Gavin (Nick Stahl), Steve discovers that a local doctor, Caldicott (Bruce Greenwood), is conspiring with parents to lobotomize their teens in order to create “good boys and girls”, all of whom become members of the school’s Blue Ribbon elitist clique. Caldicott’s experiments stymie the Blue Ribbons’ sexual impulses and mold them into academic achievers that spend a great deal of time trying to recruit others to “the program”. Unfortunately, the experiments don’t always work.  As someone comments in the film, “Whenever one of these kids gets a hard-on, they want to beat someone over the head with it.”  But this doesn’t stop Caldicott or the town’s parents from expanding Blue Ribbon membership.  When Steve’s parents enter him in Caldicott’s program, he plans a desperate escape, not just from Cradle Bay, but from school, his parents, and the past — the archetypal plight of just about every teenager that ever lived.

Into the Dark - Video Vault Review: Disturbing Behavior

Nick Stahl, Katie Holmes, and James Marsden try to avoid becoming pod people in "Disturbing Behavior."

At its core, Disturbing Behavior deals with the dangers of conformity, the oppressive nature of popular cliques, and the unhealthy suppression of human sexuality.  These are heady concepts for a low-budget teen sci-fi/horror flick, enough to elevate it above genre expectations… if not for the meddling of the scribe and the studio.

Scott Rosenberg, the screenwriter of the film, later expressed great disappointment with Nutter’s handling of the material. Rosenberg, the screenwriter of Con-Air and Beautiful Girls, never intended his script to be treated as dramatically as Nutter executed it. Instead, it was supposed to be more “hip” and “cool”, allegedly without being mired down by characterization or thematic provocation. This seems to indicate that the screenwriter, like the studio executives who later hacked up Nutter’s cut of the movie, had low ambitions with the material, planning to do nothing more than churn out another cheap horror film that insults the intelligence of its target audience.

Nutter, a veteran director of The X-Files, saw the potential in Rosenberg’s script and acted on it. He started by casting three of the most talented young actors in Hollywood. James Marsden delivers a subtle, restrained performance as Steve.  As the socially outcast Rachel, Katie Holmes combines a defensive posture with an underlying desire to connect. Nick Stahl has the meatiest part, playing the cynical Gavin, a critic of all the other cliques at school. Gavin’s quiet omnipotence is colored by a dry sense of humor much needed in the film. Other notable performances include William Sadler as Newberry, the school’s janitor. Newberry is a little off kilter, squinting, grumbling, and hell-bent on ridding the world of all rats. Another interesting character who almost steals the show is U.V. (Chad E. Donella), Gavin’s reticent albino friend who spends most of the film sitting at Gavin’s side and uttering only a few syllables.

Nutter’s style is very much the signature X-Files style – dark, steamy, creepy, and purposeful. To achieve this, Nutter enlisted an X-Files photographer (John S. Bartley), the X-Files composer (Mark Snow), several X-Files actors (including Steve Railsback, aka Duane Barry), and key production personnel. The result is a movie that feels like an X-Files spin-off, with a subdued ambiance that washes over you and gets under your skin. Nutter commissioned one of the more remarkable opening title sequences in recent film history, one that serves as a cinematic prelude to the lobotomy procedure introduced later in the film – a rapidly-edited montage of positive images and inspiring words designed to hypnotize and brainwash Caldicott’s victims.

Into the Dark - Video Vault Review: Disturbing Behavior

Steve undergoes Dr. Caldicott’s brainwashing procedure.

Despite Nutter’s good taste, the fine performances, and superior craftsmanship, Disturbing Behavior is still somewhat limited by its source material.  It certainly loses focus in its third act, one that falls into several cliches, where Steve becomes more the archetypal hero figure in a predictable and unimaginative showdown with Caldicott and the Blue Ribbons. Since the third act of any story is largely plot (character development is usually pretty well wrapped-up by then), I imagine Nutter had little to work with from Rosenberg’s original screenplay. That the first two acts were so emotionally engaging is the result of Nutter’s persistence and better judgment. It’s too bad that MGM freaked out after a test screening in Texas and thought they could improve their numbers by shortening the film and forcing it into the cookie-cutter shape of the average, low-achieving horror flick.  Among the scenes left on the cutting room floor are an emotional one where Steve tells Rachel about his brother’s suicide, a very beautifully shot lovemaking scene, and the original ending, which is more bittersweet and true to the film than the one that made its way to theatrical release.

I champion this film because of its thematic content and its ideology. Like many of my favorite films (RoboCop, Dances with Wolves, Rebel Without a Cause), it deals with characters in crises of identity, trying to become or remain whole, and connect with each other. Equally interesting to me are the notions of sexual repression as a sign of perfection, man playing God, parents’ readiness to medicate their children, and human unwillingness to face loss. Nutter’s bold vision for this material, his ability to cull it from a screenplay where it was not just dormant, but banished, makes his director’s cut a noteworthy achievement. Add in the exemplary performances of Marsden, Stahl, and Holmes, and that special X-Files flare, and I’ve got something I can sink my teeth into. It’s certainly a flawed film, but I’d rather watch an inspired mess than another exercise in recycled tedium.

Rating: 3.5/5 ★★★½☆ 


About Scott_S

Scott studied film and sociology at Indiana University and is currently the video producer for a large publishing company. He is the director of several independent films, including "House of Hope," "Off the Beaten Path," "The Day Joe Left," and "Found." For more about Scott, visit Scott is also one of the principal organizers of the Dark Carnival Film Festival. (

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