The makers of "Disturbing Behavior" proudly call this a horror film, but anyone who has the slightest bit of experience with this (usually) wonderful genre will only label it as childish, pitiful nonsense. The plot is obviously stolen from "Invasion of the Body Snatchers", only it's severely simplified so that fans of dud high-school shows like "Beverly Hills 90210" can get some thrills out of it. The evil school psychiatrist (!) of Cradle Bay island plants computer chips into the brains of mediocre students and, overnight, they mutate into grade-A model adolescents. New arrival Steve Clark teams up with pothead Gavin and hottie Rachel to prevent this from happening to them. Not a single storyline in the script is adequately explained (the reason behind Steve's brother's suicide, the flaws of the 'good behavior'-program, the connection with rodents, etc...) and whenever the film threatens to become too incoherent, the camera quickly zooms in on Katie Holmes sexy belly in order to distract your attention. The attempts to create suspense and mystery are laughable, the use of clichés and stereotypes is dreadful and many lines are vaguely offensive. The climax is hilarious, though. Good actors, like William Sadler and Steve Railsback, make fools out of themselves in the supportive cast. High-school horror was inexplicably popular near the end of the 1990, but this film is the absolute low point of them all. Better watch "The Faculty"...or even "I Know What You Did Last Summer".