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 crtitics to the 1975 thriller, The Stepford Wives. The film was directed by David Nutter, who was a director and producer of The X-Files as well as a director and co-executive producer of Millennium.