There’s a nugget of a good thriller hidden deep inside Disturbing Behavior, just waiting to get out. Unfortunately, it never gets a chance, and is instead buried in pseudo-thrilling moments mostly borrowed from bad horror films.

Retreating from troublesome family issues, the Clark family moves to the seemingly peaceful town of Cradle Bay. There, eldest son Steve (James Mardsen) is expected to fit in with his classmates in high school. However, there’s something strange going on under the surface.

Even though he doesn’t seem to fit in with them, Steve is immediately initiated by the paranoid druggies. His tour guide is Gavin Strick (Nick Stahl), who, along with his albino buddy U.V. (Chad E. Donella), is convinced that the preponderance of “perfect” students in the school is the result of some sort of conspiracy.

You see, the letter-jacket wearing “popular” crowd are all part of a program called the “blue-ribbons”. It’s a goody-two-shoes study group, in which the members gather at the local yogurt shoppe, listen to a little Wayne Newton, and study for those Straight-As. Oh yes, if that weren’t unnatural enough, they are occasionally beset by “toxic jock syndrome”, wherein they suddenly fly into an unexpected homicidal rage. The strange thing is, most of the “blue-ribbons” were once perfectly normal misfits, just like Gavin.

Steve isn’t quite convinced, nor is token girlfriend Rachel (Katie Holmes), whose role it is to look rebellious, but fall head over heels for Steve anyway. However, to add further suspicions, Steve also has encounters with the overly slick school psychiatrist Dr. Caldicott (Bruce Greenwood) and the delightfully mad janitor Newberry (William Sadler).

Disturbing Behavior is at its best when analyzing the differences between the various archetypical high school social groups, but at its worst when it devolves into an oh-so-typical horror yarn. A more interesting movie would have played up the paranoia inherent between school cliques, and possibly eliminated the homicidal angle altogether. What if we weren’t so sure from the first moments of the film that there is a conspiracy at work here? Well, we’ll never know, as the film takes the easy way out, by extinguishing intriguing ideas with a douse of nonsensical horror blather.

Many of the “shocks” in the film aren’t really shocking at all, when you stop and think about them. However, the film does have a suitably creepy atmosphere going for it. Even if there are no true thrills, it feels as if one may be lurking around the corner. Too bad it never comes.

James Mardsen seems, well, too “blue-ribbon” to fill the role of the outsider. Nick Stahl does a much better job, and should have been given the lead here. Katie Holmes is spunky enough in a punk-goth way, despite the fact she doesn’t have much of a character.

Disturbing Behavior isn’t as bad as it could have been, but it wastes plenty of potential as well. Creepy, but never scary (unless you count some horrid dialogue snippets), the film just doesn’t leave a lasting impression.