Disturbing Behavior is a 1998 Canadian-America horror movie directed by David Nutter. It starred James Marsden and Katie Holmes as two teenagers who discover a sinister plot involving mind control.
Steve (Marsden) and his family move to a small town in the U.S. Pacific Northwest. On his first day at his new high school, fellow student Rae (Holmes) warns him about "The Blue Ribbons," a clique of students who all think and act alike, and who are considered model students by the school. Steve's new friend Gavin (Nick Stahl) points out that some of the Blue Ribbons were originally outcasts until they magically changed personalities overnight. Soon after, Gavin suddenly becomes a Blue Ribbon himself.
Steve and Rae investigate and discover that Dr. Caldicott (Bruce Greenwood) is implanting teens with mind control chips to turn them into perfect and obedient students, and that nearly the entire town- including Steve's parents- are in on the conspiracy. Unfortunately, the doctor's chips have a tendency to malfunction, causing the teens to randomly go on mindless, violent rampages. Steve manages to escape from Caldicott's clutches, but can he rescue Rae and his sister Lindsay (Katherine Isabelle) before they are turned into teen-bots?