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The residents of Cradle Bay are living an idyllic small town existence

The residents of Cradle Bay are living an idyllic small town existence. Or are they?

  After the suicide of his older brother, Steve Clark (James Marsden) is uprooted by his parents and moved to this sunny enclave where the teenage success rate soars above the norm. No drunk driving accidents, no drug overdoses, no passionate suicides. In Cradle Bay, the teens are busy with wholesome activities like bake sales, community service and making the grade. But there's something unnatural about all that perfection.

  Resisting the lure of the "Blue Ribbons" -- the town's picture-perfect teens -- Steve connects with outcasts Gavin (Nick Stahl) and Rachel (Katie Holmes), who are equally suspicious of their peers' disturbing behavior.

  Dr. Caldicott (Bruce Greenwood), the school psychiatrist, has convinced the parents of Cradle Bay that a "Stepford-like" surgical procedure is the answer to their teenagers' nasty habits and rebellious behavior. And Steve's parents are just a meeting away from agreement.

MGM Pictures presents Disturbing Behavior, a provocative thriller about three friends fighting to retain their individuality in a town that has taken discipline through conformity to the extreme. Directed by The X-Files and Millennium veteran David Nutter, Disturbing Behavior stars an ensemble of exciting new talent led by James Marsden (TV's Bella Mafia), Katie Holmes (The Ice Storm, TV's Dawson's Creek) and Nick Stahl (The Man Without A Face, The Thin Red Line). The film also stars William Sadler (Bill and Ted's Excellent Adventure) as the high school janitor, Newberry, who knows more than he lets on; Bruce Greenwood (The Sweet Hereafter) as Dr. Caldicott; and Steve Railsback as Cradle Bay policeman Officer Cox.

  The producers are Jon Shestack and Armyan Bernstein, producers of the hit thriller Air Force One. C.O. "Doc" Erickson (Chinatown, The Misfits) and Phillip B. Goldfine are the executive producers. The original screenplay is by screenwriter/co-producer Scott Rosenberg (Con Air, Beautiful Girls). Elizabeth Seldes also serves as co-producer. The creative behind-the-scenes team is led by director of photography John S. Bartley (The X-Files), production designer Nelson Coates (Kiss The Girls), costume designer Trish Keating (The Accused) and editor Randy Jon Morgan (ER, Sleepwalkers). The film's music is by Mark Snow, the award-winning composer for such series as The X-Files and Millennium. Disturbing Behavior is produced by MGM in association with Village Roadshow-Hoyts.

  "If parents could guarantee that their kids would go to college, get good grades, get the perfect job and have 2.5 children by taking away the essence of what makes their child an individual, how many of those parents do you think would do it?" asks director David Nutter. After garnering a cult following for his directorial work on the early episodes of both The X-Files and Millennium, Nutter makes his feature film debut with Disturbing Behavior. "Disturbing Behavior is first and foremost a very scary movie but it's scary and smart. I think people will talk about some of the issues raised in this film, and the scare will continue long after the lights come up."

  When the Clark family moves to Cradle Bay from Chicago, parents Nathan and Cynthia have decided to start over as a way of coping with the suicide

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