Watch Disturbing Behavior

This teen sci-fi thriller stars Katie Holmes, James Marsden, and Nick Stahl as a group of teens who notice something suspicious in the quiet town of Cradle Bay Island. Marsden plays Steve Clark, a new kid in town who is befriended by loner Gavin Strick (Stahl) and Rachel Wagner (Holmes). The trio becomes suspicious of a group of students who call themselves the Blue Ribbons, finding their a-little-too-perfect behavior to be bordering on sinister.

When another student turns up missing, Strick believes that he witnessed a Blue Ribbon murdering the girl, and the trio believes that the town's Officer Cox (Steve Railsback) is covering for him. The fast-paced mystery earned Holmes an MTV Movie Award nod for Best Breakthrough Performance, and the movie was quite popular among its core team audience. Though geared to teens, the film is rated R for strong violence, sexuality, language, and drug content, so best for older teenagers.