Probably the only reason why I seen this film was because of its co-star Katie Holmes (of the popular Dawson's Creek show). She has a lot of talent, but I still don't understand what drove her to make this movie. Cradle Bay is a wonderful place to live, and everything seems perfect -- maybe a little too perfect, especially the teenagers. I thought the plot seemed OK, which is another reason for seeing the movie, but later on it just got dumb and boring. When Steve Clark (James Marsden) moves into town and tries to fit in with the local kids, he finds something unnatural about the small town's perfection. If the filmmakers wanted to make this film scary, which I know they probably did, they should've made it more on-the-edge-of-your-seat terrifying. I sat through the whole movie awaiting for something such as this to happen, but it didn't. The film does have some good moments, but I still think that they should've made it a whole lot better, which I know they could've. It's probably pretty popular with other teens, but as one, it just didn't cut it for me. That's my opinion and how I came to the conclusion of giving "Disturbing Behavior" a 4 out of 10 stars.