Steve Clark (James Marsden) is a high school senior whose family moves to Cradle Bay, a picturesque island community in Washington state's Puget Sound. It has been nearly one year since Steve's older brother, Allen (Ethan Embry), committed suicide, which traumatized the family.
During Steve's first day at his new high school, he meets and befriends three outcast students, Gavin Strick (Nick Stahl), U.V. (Chad E. Donella), and Rachel "Rae" 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). Later that day Steve witnesses a fight in class between a rebellious student, Dickey, and one of the Blue Ribbons. Dickey is later accosted at a secluded marina by the Blue Ribbons. He reappears at school as a clean-cut Blue Ribbon and assists in smashing his once-prized muscle car up in front of the students.
Steve goes to a local yogurt shoppe to meet Gavin, but the Blue Ribbons, keen to befriend him, invite him to sit with them. Gavin arrives to meet Steve, and takes him outside after a tense exchange with the group. Gavin shows a photograph of himself and several Blue Ribbons, who were until recently outcast/misfit types like him. The two eavesdrop on a parents meeting, where Gavin learns his parents have signed him up for Caldicott's program. Steve remains skeptical of Gavin's fears of the Blue Ribbons and the program, and wrestles a gun Gavin produces, which he planned to use against his expected abductors. Steve heads home.
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, ostensibly waiting up after tutoring Steve's younger sister Lindsay. She goes to use the bathroom, then emerges, partially undressed, and forcefully kisses Steve. Her heightened arousal causes her eye to glow red, startling Steve. Lorna starts saying "wrong, bad" then smashes her head into a mirror, attacks Steve with a mirror shard, then obliviously leaves the house. She is later seen undergoing treatment at a medical facility under Dr. Caldicott's direction.
During this time, Steve also befriends Dorian (William Sadler), the school janitor, who appears to be mentally disabled 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. Dorian 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, the local police chief, 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. Rachel finds a CD-R disc that Gavin hid in the school's boiler room, containing a video he made of himself before his "transformation", telling about the history of the club and Caldicott's background. A Blue Ribbon known as "Chug" (A.J. Buckley) assaults Rachel in the basement, when Dorian's E-Rat-icator goes off, and immediately sends Chug into an agonized frenzy, during which Rachel slips away. Chug smashes the E-Rat-cator and walks out, apparently oblivious to what has just occurred.
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. 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 and violent fits. Also at Bishop Flats, they find Caldicott's daughter, Betty (Julie Patzwald), a failed project who appears to have been lobotomized by her father's experiment.
After escaping from the hospital, Steve and Rachel return to Cradle Bay to plan to rescue Lindsay before fleeing town. They have a run-in with the town's police chief Cox (Steve Railsback) who is also involved in the conspiracy. He tries to arrest them for being out after curfew, but Dorian shows up under the pretense that he is disposing of dead rats, then knocks out the police chief and frees Steve and Rachel, telling them to leave town and go public with what they know. When Rachel and Steve return to Steve's home to get Lindsay, Steve's parents reveal that they have signed him up for the program. A group of Blue Ribbons ambush them and drag Steve and Rachel to the programming center. Steve grabs a scalpel before being strapped into a chair. Before the reprogramming can start, Steve uses the scalpel to cut his bonds and escape to rescue Rachel, killing the medical techs. On the way out, they fight and kill Chug, who has been left behind to guard them.
Exiting what turns out to be the town hospital's basement, Steve and Rachel are met by Lindsay and U.V. in Rachel's truck. Rushing to catch the early ferry, they meet with a roadblock made of Blue Ribbons and Caldicott on the road. When hope seems lost, Dorian drives up, striking Caldicott, and activating 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. Dorian, having been fatally wounded by a gunshot from Caldicott, and believing the Blue Ribbons to be beyond help, drives his car off a cliff with most of the Blue Ribbons hanging onto it. A final battle ensues 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 student teacher. The well-groomed teacher turns around after writing on the board and is revealed to be Gavin, with the Blue Ribbon "red twinkle" still active in his eye.
Review for the film were mixed to negative. As of November 2015, the film holds a "rotten" 35% rating at the film review aggregator website Rotten Tomatoes, receiving 24 negative reviews out of 37.
In spite of the disappointing reviews, Disturbing Behavior was a success at the box office. The film opened at No. 7 at the North American box office making $7 million USD in its opening weekend. It had a 57% decline in earnings the following week, falling to No. 12.
After filming was completed and director David Nutter edited his director's cut, MGM took the film away from him and had several different versions re-edited and shown to test audiences. Eventually, an 83 minutes long version was the one selected for theatrical release. Many cut scenes from the film focused more on plot and character development. Cuts made to the film were so severe that Nutter thought about having his name removed from the credits.
Although a director's cut was never released, there is a fan edit version of the film available, which runs 103 minutes and uses the DVD's deleted scenes, including the film's original ending. There are other deleted scenes which were not released, while the real director's cut ran 115 minutes.
The DVD release features eleven deleted scenes featuring more story and character development, as well as a love scene between Steve and Rachel, never used in the theatrical release, but present in the theatrical trailer. Scenes include a conversation between Dorian and Steve, in which Dorian explains how a crash that killed four drunken teens, a mother and her young child devastated the town and made them receptive to Caldicott's plan; a conversation between Steve and Rachel on the ferry, in which he tells the circumstances behind his brother's suicide; a ride Steve gets from Officer Cox after being chased by the Blue Ribbons and before encountering Lorna at his house; and Steve's mother finding a gun (confiscated from Gavin) hidden under Steve's mattress, which prompts them to bring in Caldecott. Also included is an alternate ending where Gavin meets a different fate than the one used in the theatrical release, and the revelation that Caldicott's program is assisted by a shadowy organization seeking a "prototype". In the film commentary the director complained that he objected to particular scenes being removed, but that the producers overrode his objections.*In certain versions of the theatrical release, the two aforementioned conversations did stay included.
U. S. cable network Syfy Universal has been known to air a somewhat unofficial director's cut of the film, with the deleted scenes reinstated, though the film is still shown with the theatrical ending.
As they are leaving Bishop Flats, Steve makes the decision to return to Cradle Bay to rescue his sister, which upsets Rachel. Rachel then tells Steve that all her ambitions of escaping Cradle Bay and going to college have now evaporated with their new revelations about the Blue Ribbon program, and implores him to simply escape with her. When he insists on returning for his sister, Rachel relents and goes with him. On the ferry back to Cradle Bay, Steve and Rachel use the time to have sex in Rachel's truck. The scene can be found on the original 2000 dvd release by MGM.
After defeating Callicott, Steve gets on the ferry, and discovers his friends held up to gunpoint by Gavin, and it turns out he wasn't affected by the E-rat-acator, because he was wearing his headphones. Still trying to be his friend, Steve pleads with Gavin that they need to get him some help. Gavin refuses on the false belief that everything helped him without the realization of the program's effects which cause him to react. He tries to shoot Steve with a shotgun and UV shoots him three times with the gun that Steve took away from him. As he lies dying on the ground, Gavin escapes out of his hypnosis to chastise a heartbroken UV (for not being able to kill him in fewer than three shots) while the others tend to him. His dying words are a sarcastic remark that his death will prevent him from meeting his pre-transformation idol, Trent Reznor. Despite having survived the events that preceded them, the group is reminded that they still lost a friend in the process as everyone starts to tear up.Kharen Hill - Gallery photographer for key art