Disturbing Behavior (1998)

A teen outsider figures out the creepy reason so many of his schoolmates are clean cut, all American kids in the sci-fi feature Disturbing Behavior (1998). Moving during high school can put strain on any adolescent, but in Steve Clark’s (James Marsden) case, the problems are exacerbated by the fact that his new school is ruled by robotic preppies. No, he doesn't realize it right away, but he does figure out that it's awfully odd how every kid in his Cradle Bay, Washington high school who enrolls in a motivational workshop called "Blue Ribbons" end up a 1950's style adorned goody two-shoes. They're even sent into fits of murderous rage at the sight of a schoolmate doing something kids aren't supposed to do. Because Clark, with all of his human imperfections, can’t compete with the well-groomed automatons, he teams up with a sexy student named Rachel (Katie Holmes) and a fellow burnout named Gavin (Nick Stahl) to figure out what's really going on and how they can stop it. It ends up Dr. Caldicott (Bruce Greenwood) has been microchipping these high schoolers, and doesn't plan on letting this trio of teen troublemakers stop him! Squeezed between The Stepford Wives (1975) and Get Out (2017) David Nutter’s nutty sci-fi teen movie is helped immensely by DVD special features that grant co-stars Holmes and Crystal Cass more leeway than they were given in the theatrical cut. Crystal offers a clear look at her left hooter as one of the Blue Ribbons kids, who leaves her shirt unbuttoned as she greets James Marsden. That's a blue ribbon winning rack, Crystal! As Austin Powers would say when confronted by such sensational sexual agression, oh behave! If seeing that blonde babe has you thinking about getting the microchip for a chance at playing just the tip, save your brain and have a look at the bad girl, played by Katie Holmes. Katie is all sorts of nippy in tight tank tops throughout the movie, including when a Blue Ribbons boy squeeze her titties. But it's a deleted scene that let's us see Katie's cans as she does the deed with Mr. Marsden. There's nothing disturbing about that kind of behavior!