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.

Gavin can't convince Steve or Rachel that Cradle Bay's overnight personality makeovers are being orchestrated by a sinister force ... until it's almost too late.

MOVIE REVIEW

Katie Holmes and James Marsden star in this retelling of The Stepford Wives, this time with the use of teenagers. Of course, Katie Holmes makes any film worthwhile, but Disturbing Behavior wouldn't be that bad even if she wasn't in it.
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