Disturbing Behavior is a 1998 thriller science fiction film starring James Marsden, Katie Holmes, and Nick Stahl. The screenplay, written by Scott Rosenberg, follows a group of high school outcasts who are horrified by their "Blue Ribbon" classmates. Steve Clark (James Marsden) is a high school senior whose family moves to Cradle Bay, a picturesque coastal town in Washington state. Steve soon befriends three outcast students, Gavin Strick (Nick Stahl), U.V. (Chad E. Donella), and Rachel Wagner (Katie Holmes).