James Marsden (Superman Returns)
Katie Holmes (Go)
Nick Stahl (Terminator 3)
Tobias Mehler (Wishmaster 3)
Steve Railsback (Lifeforce)
Bruce Greenwood (Star Trek)
Katharine Isabelle (American Mary)
William Sadler (Roswell)
Ethan Embry (Eagle Eye)
Derek Hamilton (Arrow)
Chad Donella (Smallville)
Natassia Malthe (Elektra)
David Paetkau (Flashpoint)
Brendan Fehr (Bones)
Sarah-Jane Redmond (V)
Carly Pope (Popular)
Lynda Boyd (Power Rangers In Space)
Daniella Evangelista (Ripper)
A.J. Buckley (Pure)
Jay Brazeau (Bates Motel)
Garry Chalk (Dark Angel)
Steve Clark (James Marsden) is a high school senior whose family moves to Cradle Bay, a picturesque coastal town in Washington state’s Puget Sound with his parents. It has been nearly one year since Steve’s older brother, Allen (Ethan Embry), committed suicide which traumatized the family. Steve’s parents tell him that they have relocated from Chicago to Cradle Bay as a fresh start to move on with their lives.
During Steve’s first day at his new high school, he meets and befriends three outcast students, Gavin Strick (Nick Stahl), U.V. (Chad Donella), and Rachel Wagner (Katie Holmes). Gavin tries to tell Steve that he believes there is something evil about the “Blue Ribbons”—a clique of students taking part in a “special 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. Later, after being chased home, Steve finds Blue Ribbon member Lorna Longley in his living room, waiting to seduce him under the pretense of helping his younger sister study. However, her heightened arousal causes her to suddenly behave erratically and smash her head into a mirror, after which she is taken to a medical facility under Dr. Caldicott’s care. Now Steve and Rachel must find the source of the Blue Ribbons as well as try and save the rest of the school before it’s too late. They find a CD-R disc that Gavin hid for them in the boiler room, containing a video he made of himself before his “transformation”, telling them about the club and about the history that he learned about Dr. Caldicott.
During this, Steve also befriends Dorian (William Sadler), the school janitor, who appears to be mentally handicapped and hunts rats for the city for some extra cash. Dorian demonstrates a device called an E-Rat-icator which emits a soft, high pitched whine that is supposed to be innocuous but annoying to rats, which is an abysmal failure. Steve discovers that Dorian is actually highly intelligent, and carries classical literature pieces with him, and that he’s hiding because he wishes to be left alone and does not trust society. Dorian also tells Steve that he suspects that the entire community of Cradle Bay is part of a massive conspiracy made up of nearly all of the parents, as well as the local police chief Cox, the school principal and entire school faculty, who hired Dr. Caldicott to “re-program” their own children to become the perfect people that they want them to be and not free-thinkers. A little later, during an encounter where a Blue Ribbon known as “Chug” (A.J. Buckley) assaults Rachel in the school basement, the E-Rat-icator goes off, and immediately sends the student into a psychotic fit, driving him away. During their personal investigation, Steve and Rachel try to find out what exactly has been happening to the Blue Ribbon kids, which leads them to a mental hospital called Bishop Flats following a lead on the disc that Gavin left behind. Here, they find out that mind control is being used to make depressed, awkward and unruly teens become perfect so they can function properly in life, but the programming has some glitches that lead to momentary relapses which cause violent fits. Also at Bishop Flats, they find Caldicott’s daughter, Betty (Julie Patzwald), a failed project who spends her time repeating the same phrase: “Meet the musical little creatures that hide among the flowers”.
After escaping from the hospital, Steve and Rachel have a run-in with the town’s police chief Cox (Steve Railsback) who is also involved in the conspiracy and he tries to arrest them after learning from Dr. Caldicott about their excursion to the mental hospital. But Dorian shows up under the pretense that he is disposing of dead rats when he subdues the police chief and tells Steve and Rachel to leave town and go public with what they know about Dr. Caldicott’s work. When Rachel and Steve return home, they plan to get out of town along with Steve’s younger sister, Lindsay (Katharine Isabelle), but when they arrive at Steve’s house, Steve’s parents (Terry David Mulligan and Susan Hogan) reveal that they are also part of the conspiracy and that they moved to Cradle Bay for the sole purpose to sign him up for Caldicott’s program. Steve and Lindsay try to get out but they get ambushed by a group of Blue Ribbons waiting for them outside the house. They drag Steve and Rachel to the programming center, but Steve escapes and rescues Rachel, killing the medical techs as well as Chug who has been left behind to guard them.
They try to get out of town again with Lindsay and U.V., but the Blue Ribbons and Caldicott are waiting for them on the road near the ferry out of town. When hope seems lost, Dorian drives up, his car hooked up with multiple E-Rat-icators that scramble the mind control tech inside the Blue Ribbons’ heads. They chase after Dorian and try to destroy the E-Rat-icators, but, having been fatally wounded after being shot by Caldicott, Dorian drives his car off a cliff with most of the Blue Ribbons hanging onto his car. 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 on the ferry with Lindsay and U.V. to begin a new life elsewhere without their parents.
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-groomed substitute turns around, and it’s Gavin, with the blue ribbon “twinkle” still active in his eye.Disturbing Behavior has essentially received much unfair criticism for what is a solid science fiction teen horror film.