Clocking in at a lean 73 minutes, "Disturbing Behavior" could have been the ideal antidote to the slew of overlong, overblown wannabe blockbusters released so far this summer. As the first fright-fest out the gate this season, it could also have paved the way for the highly anticipated "H20: Halloween" which sees the return of Jamie Lee Curtis as Laurie Strode and stars "Behavior's" Katie Holmes' "Dawsons' Creek" co-star Michelle Williams.

Unfortunately, Scott Rosenberg, who wrote "Beautiful Girls" and "Con Air", has written a script that merely takes Ira Levin's "The Stepford Wives" premise and unimaginatively applies it to teenagers, with a few self-consciously hip lines thrown in. Director David Nutter, responsible for a few of TV's "X-Files" episodes, tries his best to enliven the material - given the limitations, he's been rather successful at creating an implausible film that races along so swiftly that most of its gaping plot holes will probably never occur to its target teen audience. Whether this is a good or bad thing really depends on the individual audience member.

The film opens with a long, elaborate credit sequence (no doubt added to pad the running time and highlight Mark Snow's score, which recalls the music from "The Exorcist") and segues straight into action. Gavin (Nick Stahl), is a pot-smoking teenage underachiever who witnesses the grisly murder of a schoolmate and a police officer by a member of the Blue Ribbons, the elite group of overachieving high school students known for their subservience and general perfection, save the odd violent incident now and then. Convinced that there's an elaborate plot on the part of the school counselor and the town's parents to create model youth via mind control, he corners Steve (James Marsden), who's new to Cradle Bay high school, and tries to warn him off. Steve is a troubled kid whose elder brother (Ethan Embry in a cameo appearance) had shot himself the year before, and who's not at all happy about moving to Cradle Bay. Infatuated with Gavin's friend Rachel (Katie Holmes), Steve eschews the Blue Ribbons in favor of hanging with the outsiders. Things turn deadly when Gavin becomes the latest victim of the Blue Ribbons cult, and Rachel and Steve find themselves in danger of becoming the next inductees.

The film is a pastiche of situations that don't make sense and a script so lazy that it never even bothers to explain exactly how the Blue Ribbons are created. The ending is downright silly and the romantic subplot just appears suddenly without warning. All the adult characters are painted in broad, often sinister, strokes, and some of the dialogue sounds really ridiculous. For a film that sells itself as a chiller/thriller, it's frightfully short on scares and contains only one scream (nicely rendered by Holmes, and highlighted endlessly in the film's trailers).

The cast do perfunctory jobs. All the adult actors are given so little to work with they have no choice but to appear incompetent. The largely unfamiliar supporting teen cast are saddled with one-note roles. As Steven, James Marsden occasionally seems to be making an effort to emote, but he mostly acts agitated and confused. Ethan Embry's presence remains a mystery - the entire dead older brother subplot doesn't even qualify for window dressing status because it's relevance is never explained. Katie Holmes' work in this film is indistinguishable from what she does on "Dawson's Creek", give or take an expletive or two. Director Nutter gives her two highly contrived vanity scenes where her character is filmed undulating in slow motion, but apart from the nose ring, the bare midriff, the heavier eye make up and the lack of shoulder shrugging, she's TV's "Joey" all over again. Nick Stahl, so good in Mel Gibson's "The Man Without a Face", is also wasted in a character that is clumsily written.

What the film succeeds in doing quite well is to hurl its audience headlong into the incredibly nonsensical plot. Nutter may be weak at characters, and he may not deliver many frightening moments, but he does know how to keep a film moving, and it is to his credit that this risible mess manages to sustain anyone's attention at all. Fast, extremely loud (the film's soundtrack consists of a lot of deafening noise) and patently stupid, "Disturbing Behavior" is just barely watchable, and perfectly forgettable.

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