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Disturbing Behavior

A Fresh Hero Makes the Difference

Disturbing Behavior (1998) Starring James Marsden and Katie Holmes. Written by Scott Rosenberg. Directed by David Nutter.

Disturbing Behavior starring James Marsden and Katie Holmes
A man moves to a new town; a small town with a creepy element he can't quite put his finger on; a town with a dark secret. Once he learns the secret, he tries to flee, only to find himself a prisoner of dark forces trying to convert him. This is a familiar horror formula but with a twist: the hero this time is a teenager.

Teenagers are usually not the heroes of such films but should be. With teenagers at the core, such films require far less suspension of disbelief.

There is usually a scene, for example, where authorities keep the hero from leaving the town. Screenwriters often create wild excuses for the authorities to do this without being too suspicious. In Disturbing Behavior, however, the cop doesn't have to say anything more than "It's after curfew" to arrest our fleeing protagonists. Unlike most middle-agers, teenagers are — in real life — subjected to authorities who keep them from fleeing bad places.

The Stepford Children

In the 1970s, The Stepford Wives was a chilling feminist allegory about a town where women are replaced with man-pleasing robots. The Stepford Wives made a great point, but was highly fanciful. Disturbing Behavior makes the same point but is much closer to reality.

In real life, youth are surrounded by adults who try to make them into self-denying adult-pleasers. As a teacher, I know America's K-12 schools are more concerned with controlling youth than educating them: students who think for themselves are given lower grades, subjected to discipline, and sometimes drugged. Homophobic parents can have gay children locked in "treatment centers" where the youth are terrorized into hiding their sexuality. Thumb through Writer's Market and you'll find that nearly all "teen magazines," if they're not focused on selling makeup and other crap, are built around pushing propaganda (embrace Christ, say no to drugs, etc.). One has to wonder why Disturbing Behavior bothered to include a sci-fi element at all.

In Disturbing Behavior, James Marsden (Sugar & Spice, X-Men) plays the teenager whose family moves to quiet Cradle Bay. He sees that, one by one, other teenagers are being converted from free spirits to adult-pleasers who spend all their time studying, playing sports (channeling their anger in directions that do not solve their adult-caused problems), and beating up on youth who are not adult-pleasers. (Many adults in real life love to see youth get beat up and love to see youth divided and easily conquered. Disturbing Behavior is more accurate than even the filmmakers may know when they portray the cop only grudgingly breaking up a fight between teenagers.)

Soon Marsden discovers this conversion is the work of local adults led by a doctor who surgically implants mind-altering technology in teenagers' brains. In another example of Disturbing Behavior being more true to life than The Stepford Wives, the doctor cannot perfectly shape these teenagers. The adults want teenagers to have no sexual thoughts, but the converted teenagers still do and, struggling to suppress these thoughts, become dangerous, even homicidal.

In most horror films aimed at teenagers, the message is, 'sex leads to death.' Here we get a more original (if less parent-pleasing) message: 'sexual repression leads to insanity.'

This message is amplified in deleted scenes available on the DVD. In one great scene, Marsden reveals why his brother committed suicide: his parents had separated him from his girlfriend, the only happiness in his life.

In another deleted scene, Marsden and his love-interest (Katie Holmes) have sex. Their healthy expression of sexuality contrasts sharply against the converted youths who struggle with their induced inhibitions and cause harm to themselves and others. Disturbing Behavior may go down as the only teen horror film in history where the teenagers who have sex (on their "first date" no less) are the ones who survive.


Disturbing Behavior has its share of clichés, even ageist clichés. Not once but twice Marsden gets cornered and has to be rescued by an adult coming out of the blue.

But despite that, Marsden's character is a real hero. In fact, he gets more heroic moments than Freddie Prinze Jr. got in both Last Summer movies put together.

When the evil Dr. Caldicott tries to bring Marsden into the program, the doctor puts on that phony I-want-to-help-you voice that teenagers know too well: "Stephen, do you really like the way you feel?"

Marsden responds beautifully: "Oh, shut the fúçk up!" This may be the first time in cinematic history that a teenager has said that to an adult, and it is long overdue.

Almost immediately, we get another first. Dr. Caldicott tries to block Marsden from leaving the house, and Marsden punches him in the gut. In Hollywood, teenagers (especially sympathetic teenagers) are not allowed to use violence against any adult except in the most clear-cut cases of self-defense. Adult heroes can use violence merely to express displeasure with children or other adults, but teenagers must be passive toward any adult not actively trying to stab the youth. In Disturbing Behavior, this ageist double-standard is broken. While the doctor is a threatening presence, he does not yet attempt to strike Marsden. Marsden hits first, as much out of anger as self-defense.

Despite his efforts to escape, Marsden is soon locked in the asylum to await treatment. Rather than being rescued by an adult, Marsden escapes (and rescues fellow prisoner Katie Holmes) by fighting his way out, hitting and even stabbing adults in the process.

In a deleted scene, Marsden and Holmes have a chance to flee Cradle Bay, but Marsden turns them around, explaining, "I can't go without my sister." This is not only a moment of self-sacrifice (common in such thrillers, but rare when the hero is young), this is a welcome relief from the millions of ageist movies and TV shows that promote sibling rivalry.

In yet another deleted scene, from early in the film, a janitor tells Marsden about the sinister conspiracy. When Marsden asks why nothing has been done to stop the conspiracy, the janitor replies, "This town sucks for heroes. You looking to be the first?" When the janitor says "this town," presumably he means Cradle Bay, but he could just as easily be referring to the entire ghetto of teenager movies; and yes, on this level of heroism, the Marsden character pretty much is the first.

The moments of heroism are made even more empowering by James Marsden's acting performance. Marsden usually plays larger-than-life, confident jocks, but in this film he plays his character as a down-to-earth everyman. And when this slightly timid character gradually comes to act heroically, viewers are left feeling that we, too, can be heroes, even in our youth.

Bonus Feature

The DVD offers 11 deleted scenes, and they include the best scenes in the entire film. Every deleted scene adds richness and depth.

The theatrical version of Disturbing Behavior was an entertaining film, but the deleted scenes reveal a near-masterpiece that was gutted. Had the film included these scenes, it would have been among the greatest teenager films of all time, offering character-driven drama and deeper suspense.

Virtually every flaw in the film was created by the deletion of these scenes. For example, one of the film's flaws is that, while the first scene has several surprising twists, there are hardly any for the rest of the film. Mid-way through, we get a revelation that is supposed to be shocking: the heroes, snooping in the asylum, discover that one of the crazies is in fact Dr. Caldicott's own daughter!!

So what? we ask.

Well, this revelation would have had impact had producers not deleted an earlier scene where the doctor persuades the parents to join his scheme by telling them he had rescued his own daughter from rebellion and now she was a Stanford student with great grades and a bright future. The mid-way revelation would have revealed that the doctor was lying, that he knew his program was harmful and didn't care. This would have accurately reflected real-life doctors and others who promise to "help" rebellious teenagers but only care about snatching money from gullible parents.

These scenes were removed over director David Nutter's objections. Nutter later expressed deep disappointment with the fall in quality caused by the studio's editing:

I read 300 bad reviews and I agreed with every one of them... My biggest regret is that I worked with a lot of young actors who had such wonderfully high ideals, and ... I kept telling them that this was going to be something special, this was going to be something different, this one was going to mean something. ...[A]nd then to see them let down that way just makes me sick to my stomach. (1)

Nutter's understandable bitterness, I think, makes him harsh on the theatrical version. Disturbing Behavior is still a good film, though not as good as Nutter's vision.

Why did MGM cut these scenes? Was MGM part of a sinister conspiracy to deprive youth of a great movie, or were they just too dumb to know what they had? The correct answer appears to be "B" — they were stupid. They relied on advice from the National Research Group (NRG), a marketing research company. When David Nutter's version got a test-screening in Texas, teenagers gave it above-average scores. But MGM wanted a bigger hit than that. NRG advised them to shorten the film and to cut out dialogue scenes, since teenagers are too dumb to appreciate character and dialogue. In other words, NRG was pushing the ageist theories John Hughes disproved a decade earlier, and MGM foolishly followed their advice.

After trimming the film, they had another test-screening — and the scores went down. Dumbing the movie down made the film less appealing to teenagers.

So what did MGM do this time? More of the same. They just kept slicing out dialogue and character scenes, making the film weaker and weaker. Eventually MGM ran out of time to meet their release date, and they just put out what they had left. (2)

Never before has there been such a clear need for a director's cut of a film. Yet as of this writing, MGM Home Entertainment has not released a director's cut of Disturbing Behavior. Why? Ask them:

MGM Home Entertainment
(now owned by Fox)

Update 10/14: We Have a Director's Cut!

Finally, a director's cut is available! Not from MGM. But some good person with a computer edited together a version of the film with the deleted scenes re-inserted.

Downloading it may be illegal, but in our view, the real crime is the one MGM committed: butchering the film and refusing to give fans the original version. But finally, a director's cut is available. Enjoy it.

And keep asking MGM to release an official one.

See also:


Strachan, Alex. "For Nutter, a failed film inspires no real regrets." The Vancouver Sun. August 18, 1999. C5
Goldstein, Patrick. "When Buzz and Test Scores Aren't Good." Los Angeles Times. September 18, 1998. F1