Disturbing Behavior

Disturbing Behavior is a 1998 teen science fiction psychological horror film starring James Marsden, Katie Holmes, and Nick Stahl. The film was directed by David Nutter, who was a director and producer on The X-Files, and the screenplay was written by Scott Rosenberg. The plot follows a group of high school outcasts who discover their seemingly perfect "Blue Ribbon" classmates are part of an elaborate mind control experiment.