Stepford teens go berserk in the mass of wasted potential that was the 1990s teen thriller DISTURBING BEHAVIOR, given an HD upgrade from Scream Factory.

After the tragic suicide of their older son Alan (Ethan Embry, VACANCY), Nathan and Cynthia Clark (THE FANTASTIC FOUR's Terry David Mulligan and THE BROOD's Susan Hogan) move with their other son Steve (James Marsden, X-MEN) and daughter Lindsay (Katherine Isabelle, GINGER SNAPS) to the idyllic town of Cradle Bay on Crescent Island. Steve is quickly apprised by social outcast Gavin (Nick Stahl, BULLY), stoner U.V. (Chad Donella, FINAL DESTINATION), and alluring "trash" Rachel (ABANDON's Katie Holmes) of the high school's "class system" ruled over by the Blue Ribbons – among them the elitist trio Trent (Derek Hamilton, WISHCRAFT), Andy (Tobias Mehler, the earlier CARRIE TV remake), and Robby (EDGEMONT's P.J. Prinsloo) – whose surface preppy perfectness barely conceals an ugly side expressed first with arrogance and contempt and then with something akin to roid rage when they get aroused. When heavy-handedly encouraged by school counselor Dr. Edgar Caldicott (Bruce Greenwood, WILD ORCHID) to make friends, Steve chooses the misfits over the snobs. Gavin tries to convince a Steve that the Blue Ribbons – some of which were once his friends in their drinking and pot-smoking earlier years – are not just highly-motivated but brainwashed or mind-controlled after grease monkey Dickie (Tygh Runyan, SNAKES ON A PLANE) joins their ranks overnight. Steve is even more skeptical when Gavin tells him that he saw Andy murder missing wrong-side-of-the-tracks girl Mary Jo (Natassia Malthe, LAKE PLACID) and a sheriff's deputy (Chris Owens, THE RECRUIT) and that Sheriff Cox (HELTER SKELTER's Steve Railsback) covered it up. When they listen in on a Blue Ribbon parents meeting (in which some of the parents express concern to Caldicott about their children's behavioral changes), Gavin discovers that his parents have agreed that he would benefit from the program. When he too transforms overnight, Steve and Rachel – who has been on the receiving end of Blue Ribbon jock Chug's (CSI: NY's A.J. Buckley) alternately sweet and violent attentions – try to discover the secrets behind Caldicott's therapy before they too become "blue robots."

Seeming like a cross between a SCREAM-type film with forced quotable Kevin Williamson-esque dialogue and an omnipresent and obnoxious compilation soundtrack (tossing in a few bars of Green Day's "Paranoia" during what should be a suspenseful escape scene) and an X-FILES episode (director David Nutter helmed several episodes of the series and the bombastic score is one of the less inspired efforts by series composer Mark Snow), the film ends up feeling like a Cliff Notes version of a STEPFORD WIVES-esque scenario. Without the protracted opening and end credit sequences, the film would run seventy-four minutes, and it is obvious even without the deleted scenes included on both MGM's original DVD release and Scream Factory's Blu-ray that the film was cut down to the bone, robbing even the non-programmed characters of any vestige of depth including both hero Steve and villain Caldicott while making virtual non-entities of Steve's parents (somewhat appropriate given the lack of communication between father and son) and his sister (which is just not something any sane person does to the magnetic Isabelle). Instead of a twisting of both adolescent and adult desires to go back to simpler and seemingly safer times, the film just plays as a conspiracy film without even an attempt to suggest that it may be a paranoid vision of Gavin soon shared by the equally alienated and outcast Steve. Good performances by Marsden, Holmes, and Stahl are wasted along with what end up as throwaway turns by Greenwood and Railsback – William Sadler (DIE HARD 2) seems to be the only one having fun chewing the scenery as the rat-obsessed school janitor – as well as some beautiful photography by X-FILES alum John S. Bartley (WRONG TURN) and production design of Nelson Coates (STIR OF ECHOES). More mature viewers would be better-served by the somewhat like-minded but more inventive and entertaining Australian effort STRANGE BEHAVIOR/DEAD KIDS (1981) from STRANGE INVADERS' Michael Laughlin and Bill Condon. The supporting cast includes early turns by ROSWELL's Brendan Fehr, FLASHPOINT's David Paetkau (as the sheriff's son in what may have been a dropped/cut subplot), POPULAR's Carly Pope, among other future episodic television fixtures.

Apart from the music video "Got You (Where I Want You)" by The Flys, Scream Factory's Blu-ray release ports over the contents of MGM's 2000 DVD with the upgrade of a 1080p24 MPEG-4 AVC 1.85:1 widescreen transfer – a tad smooth with seemingly boosted saturation – and lossless DTS-HD Master Audio 5.1 and 2.0 stereo downmixes in which Snow's score makes its bassy presence known right at the outset. The first of the ported extras is a commentary by Nutter. Being a "vintage" commentary, the director concedes that the final product is different from intended but is perhaps too diplomatic about the compromises. He also tries to distinguish his film stylistically from other teenage-oriented movies in terms of rock scores and "hot images" but the atmosphere he tries to create is seemingly indistinguishable from it. He does reveal that the budget was far less than anticipated so his decision to shoot in Vancouver with crew he used on THE X-FILES and MILLENIUM was dictated as much by the money as the scenery. He focuses mainly on the visual style and technical aspects while making obvious points about his visual storytelling. He does convey with more than the usual back-slapping appreciation his admiration for what the leads brought to their parts, but his remarks about how he connected with the script emotionally and the conviction of the cast and crew makes it all the more unfortunate that the final product reminds one so much of hacked-up, recut and reshot, audience-tested Dimension Films product.