
ORIGINALLY PUBLISHED IN FANGORIA MAGAZINE, AUGUST 1998
By Steve Newton
The X-Files recently deserted Vancouver after five seasons of shooting here, but that doesn’t mean our town is throwing in the towel as far as scary shows go. It still has Millennium, of course, and the city has jumped headfirst into the teen-thriller fray with Disturbing Behavior, directed by David Nutter of X-Files fame.
The $15-million MGM production, which opens on July 22, tells the story of a new kid in town (James Marsden) who discovers something sinister about the local pep rallies and bake sales when he stumbles on the town’s evil method of turning rebellious teens into wholesome overachievers.
At a studio in Burnaby, Nutter—still in his early 30s, and known for helming such freaky X-Files episodes as “Ice”, “Irresistible”, and “Squeezed”—directs a scene set at the secret “treatment centre” where teenage troublemakers are turned into goody two-shoes types. Several doctors in full surgical gear surround a prone woman on an operating table; the area is laid out with a mix of everyday medical equipment and some particularly high-tech, futuristic computer gear.
At one side of the room, four people in executive suits—evidently the shadowy moneymen funding this radical treatment—look on with stone-faced resolve. As Nutter calls “Action”, sinister Dr. Caldicott (Canadian actor Bruce Greenwood) directs a thin flashlight beam into the patient’s eyeball, then the camera pans slowly over to a nearby petri dish containing a small, bloody object.
“Every time one of these kids gets a hard-on they want to beat somebody with it,” says the doc disgustedly, and the edgy, offhand dialogue sounds ripe for the type of hip, comedy-laced horror that Scream scribe Kevin Williamson has helped reinstate of late. Disturbing Behavior screenwriter Scott Rosenberg also knows the value of a chuckle-induced shiver.
“That was certainly something that Kevin discovered,” says Rosenberg, “that for a horror movie to really succeed, especially today, it has to have humour as well. [Scream director] Wes Craven really played the movie straight, yet allowed the humour to live, and I really think that had anybody else done that movie, it might not have been as successful.
“But [Disturbing Behavior] is not a slasher film,” he contends, “and I don’t think it’s as self-reflective as Kevin’s stuff. There’s a lot of dialogue, and these are certainly clever teens who spout some pretty smart words, so insofar as that, the comparison can be made.”
While it resembles some of the other stylish, youth-oriented late-’90s fright flicks in that it features hot young TV actors (Bella Mafia‘s Marsden and Katie Holmes of Dawson’s Creek), Disturbing Behavior was actually written well before Williamson’s horror homage turned the terror world on its ear. The project was originally picked up by New Line Cinema, who earmarked Pump Up the Volume‘s Allan Moyle to direct but eventually passed on it.
“We developed it for a couple of years there,” explains Rosenberg, “and then when we finally got to the place where everyone was happy with the script–this was like four years ago, well before Scream and the whole genre came back in–they were of the mind that they were gonna shake their Freddy Krueger image. They weren’t gonna make $12-million horror movies, so they decided not to pursue it.”
But Rosenberg’s friendly relationship with New Line production chief Mike De Luca paid off when good-guy De Luca let the screenwriter take his script with him.
“Most of the time when a studio decides they’re not gonna make a movie, they still won’t give it up,” Rosenberg reveals. “They’d rather keep it and not make it than have some other studio make it–like Home Alone, for instance, where Warners put that in turnaround and then all looked like idiots when Fox made it and made a zillion dollars.
“But De Luca said, ‘Listen, I’m not gonna stop you; if you find somebody who wants to make it, go with God.’ And we got it to this executive at MGM who always liked it, who just always sort of tracked it, and when it became available she snapped it up.”
Rosenberg—whose screenwriting credits include Con Air and Things to Do in Denver When You’re Dead—is adamant that the filmmakers are attempting to give Disturbing Behavior meaning beyond the genre elements.
“I know that the director feels very strongly about that,” he says, “ ’cause this guy was offered every single horror movie in the world after all his success with The X-Files and Millennium, and he chose this one because the key to the theme of the movie is not really that far-fetched. I think there are some parents who, given the choice to have a kid who plays for the team and gets straight As and will go to Harvard and doesn’t fuck up—there are a lot of parents would do that, even if the cost was the kid’s humanity, you know?”
Rosenberg claims that there haven’t been any major changes made to the script he originally wrote, and he isn’t expecting the MPAA to splatter the cutting-room floor with censored gore, either.
“There’s some pretty explicit stuff in it,” he says, “But it’s really not that gratuitous. You know, David Nutter is an X-Files guy, so he’s pretty great at creating a world and creating scares without getting too disgusting. But I think there’s enough to sorta satisfy that core audience.”
After witnessing some of Rosenberg’s choice words come to life under Nutter’s hand, Fango finds itself on the way to makeup-FX supervisor Toby Lindala’s trailer to get a closer look at any grisly bits that might be knocking about. Lo and behold, when the door to his mobile FX shop is thrust open, Lindala is caught literally red handed, dabbing at exposed brain tissue with a gory paintbrush.
“Um, I’m just workin’ on a brain surgery,” explains the soft-spoken Lindala, almost apologetically. “False head, silicone head, that lies on top of the actress, matched up to her, with a surgical curtain around her neck; we’ll trim that back to match it up. She’s got her naked body leading up to it, and then the head opened up, and a bunch of needles and medical stuff hanging out of it.”
Lindala–a regular X-Files contributor who has also supplied assorted gruesomeness to Millennium–says that he’s been having a fine time on Disturbing Behavior.
“They’re really fun,” he says of the various FX jobs involved. “Full silicone body on the Mary Jo character. She’s supposed to be unidentifiable, so we removed her head, hands, and a patch of skin on her ankle where a tattoo was. So it’s nice to be able to get into things that are more gruesome for a feature, ’cause we do a lot of television projects where we have to hold back on the gore. No holdin’ back on this one, though.”
After this tasty sight, it’s time for lunch, and your trusty correspondent manages to squeeze some time out of the busy but approachable Nutter. As the young (mid-30s) director chows down in his trailer, Fango gets the scoop on how he became attached to the project.
“What happened was, I was hunting down a feature script that I wanted to do, ’cause I’d been pretty fortunate in television in the last three years, and wanted to find something that I could really sink my teeth into. MGM had contacted me concerning this script, so I read it, and found it was a movie that had a whole lot of potential. I felt I could bring something to the table with respect to a sensibility and style.
“Scott [Rosenberg] had a wonderful idea and a wonderful voice for the young characters,” says Nutter between bites. “What I brought to the plate was story structure, my sensibilities about what really takes you from point A to point B to point C to point D. I also felt that what was important was the plausibility, that this can’t be a movie about a science fantasy. The audience has to believe when they watch this movie that this is very possible and very probable. It can happen.
“Hopefully, that will bring impact to the theme,” he adds, “ ’cause I find a lot of teenage movies are somewhat juvenile, and after my years of working with Chris Carter in The X-Files and Millennium, I believe that if you build it, they will come. You have to respect their intelligence, and they’ll respect you.”
While Nutter discusses his philosophy for Disturbing Behavior, there’s a knock on the door, and his old film-school prof, Ralph R. Clemente, climbs aboard. Turns out that Clemente first taught Nutter some 18 years ago at the University of Miami, where Nutter started out as a music major before taking a Super-8 class, getting hooked, and giving up the music angle. He was in a handful of Clemente’s production classes and later became his teaching assistant. The two have stayed close friends over the years.
“I think he’s a major talent,” says Clemente, who coproduced Nutter’s first feature, the 1985 Don Johnson vehicle Cease Fire. “This is just the tip of the iceberg as to what’s going to happen to him. He’s obviously gotten into this genre that’s kind of dark, through X-Files and Millennium, and somehow he feels comfortable in that area. He’s very good at staging scenes and blocking the camera, and he works very well with the actors. Every one of them’s come to me and made a comment to that effect, and that’s obviously very important in directing, the relationship with the actors, being able to get them to perform.”

One actor whose performance will certainly be crucial to the success of this film is 19-year-old Katie Holmes, one of the stars of the hit TV drama Dawson’s Creek. In an abandoned section of the studio, production designer Nelson Coates (Kiss the Girls) has overseen the construction of a small set that is the bedroom of Rachel Wagner, Holmes’s character. It looks like your typical teenage girl’s hangout—there are stuffed animals, baseball trophies, the obligatory computer, and books like Little House on the Prairie. And here’s the CD collection.
Uh-oh. What about this disc called I Hate Myself, by Every Mother’s Nightmare? Looks like Rachel’s no angel after all.
“There’s all these kids who seem to be very perfect,” says Holmes of the film, “and my character is pretty much the antithesis of these kids. She’s the girl from the wrong side of the tracks who’s experienced way too much too young, and as a result kind of puts on this front and has an attitude.
“She and her best friend Gavin [The Man Without a Face’s Nick Stahl] and this new kid in town, Steve [Marsden], figure out that there’s something that is just not right about these kids. They go and explore the facilities where these kids have been taken, and they’re pretty much trying to stop it.”

Holmes says she was attracted to Disturbing Behavior because her character is very dark, and very different from any of the others that she’s played. And she had other reasons for signing up.
“I knew the director was very good,” she says. “And I thought it was an interesting take on the horror movie, which is coming back and is so popular. It’s a little different ’cause it’s not a slasher movie.”
While Nutter may get the expected thumbs-up from his former teacher and current actors, he’s only one of a number of talented people working on Disturbing Behavior. When Fango discovers that production designer Coates is available for a chat, it’s hard to turn down a visit to his on-set office. The affable, animated fellow–whose genre credentials include Kiss the Girls, Universal Soldier, and The Stand–provides a clearer picture of what’s involved in the $15-million production.
“Basically, Disturbing Behavior is kind of a Stepford Teens in a way,” he says, “and instead of totally replacing the characters, which is what happened in Stepford Wives, the kids are made better. They’re enhanced in this, and as a result we have a little tweakage, and get to figure out what could be really plausible to occur to kids so that our audience goes, ‘Oh shit, that could happen at my school!’ Most of this [production design] has been fairly straighforward, so you’re sucked into the believability of it. That whole scary-because-it-could-really-happen kind of idea.
“So what we have done is tempered everything to a level of plausibility, that these kids could really have this Prozac-type implant put in, and survive. For us it has been a little bit more hardware-oriented as opposed to makeup/special effects type of things, in that there is a treatment chair I designed that allows someone to be held pretty immobile, and all the while having their eye worked on–it’s like a dentist’s chair gone awry. We finally decided that [the implant] was something that attached itself to the inside of your eye, and had some ganglia that went through into the middle of your eye, and then by throwing in laser pulses and stuff you could reprogram what’s happening on the inside of the eyeball.

“It’s very easy to cross the line and go into camp,” adds Coates, “and one of the things that David was really stressing about this was the plausibility of the piece. So everything that you get–the medical stuff we have, the readouts and things that you’ll see–are pushed just right to the brink of plausibility without stepping over the edge.”
Before leaving Coates and the other principals of Disturbing Behaviour to get on with their task at hand, Fango can’t help but ask what it was like to work with Stephen King on his screen adaptation of one of the finest horror novels ever, The Stand.
“That was wild!” rave Coates. “We had 220 sets and locations in 110 shooting days, and we shot in five states to represent 25, so just the sheer volume of that was great. And then the fact that you have King’s exact ideas, and you’re sitting there going, ‘Oh, I hope he likes this! I hope he goes for this!’
“I presented him with the idea of how things are slightly askew in Mother Abigail’s dreams, and how the house changes shapes and stuff, and he was like ‘That’s great, that’s great, let’s do it!’ At first we were walking on eggshells–what would he think and had we gone too far or not?–but instead he was always going, ‘Further, go further!’
“So it’s fun to work with someone like Stephen King and then go to someone like David Nutter–who’s so known for his X-Files episodes–people who have a definite sense of the dark without hopefully going too far over the top. And Nutter is of the school that it doesn’t matter who the idea comes from; he’ll take all comers and if it’s a good idea, he’ll use it, and if it’s not, it’s for another show. Even as fast as we’re going, he’s very open to the idea that anything can be brought to the table to make it that much better. It makes this a very creativity-fostering type of environment.”
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I found the movie horrifyingly believable because I know exasperated parents who are desperate enough to try ANYTHING to have well-behaved, successful & seemingly happy children! I give it 4 1/2/5 stars only because the script didn’t keep up the pace with the story but lagged a bit in places!