Disturbing Behavior

Disturbing Behavior is a 1998 American science fiction horror 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, and was compared unfavorably by most critics to the 1975 thriller, The Stepford Wives. The film was directed by David Nutter, who was a director and producer of The XFiles as well as a director and coexecutive producer of Millennium.

During Steves first day at his new high school, he meets and befriends three outcast students, Gavin Strick Nick Stahl, U.V. Chad E. Donella, and Rachel Wagner Katie Holmes. Gavin tries to tell Steve that he believes there is something evil about the Blue Ribbonsa clique of students taking part in a special program led by the school psychologist, Dr. Caldicott Bruce Greenwood. Steve is understandably skeptical.The following day at lunch, Gavin walks in looking like a Blue Ribbon. When Steve tries to confront Gavin, he gets punched in the stomach for his impertinence. Later, after being chased home, Steve finds Blue Ribbon member Lorna Longley in his living room, waiting to seduce him under the pretense of helping his younger sister study. However, her heightened arousal causes her to suddenly behave erratically and smash her head into a mirror, after which she is taken to a medical facility under Dr. Caldicotts care. Now Steve and Rachel must find the source of the Blue Ribbons as well as try and save the rest of the school before its too late. They find a CDR disc that Gavin hid for them in the boiler room, containing a video he made of himself before his transformation, telling them about the club and about the history that he learned about Dr. Caldicott. ........

Source: Wikipedia