Disturbing Behavior is a 1998 sci-fi Thriller directed by X-Files veteran David Nutter that can best be described as The Stepford Wives for the Scream generation. The film follows Steve (James Marsden), a High School senior who has just moved to the town of Cradle Bay, Washington with his family. Here, he befriends three outcasts -- stoners Gavin (Nick Stahl) and UV, and "bad girl" Rachel (Katie Holmes). Gavin has long been suspicious about the "Blue Ribbons," a group of preppy, highly intelligent, snobbish douchebags who are considered the school's "cream of the crop" and take part in a program led by the school's psychologist Dr. Caldicott. The four students find out that the Blue Ribbons are far more sinister than they let up on, and may in fact be Brainwashed... and that they are next.