Disturbing Behavior on VHS. Starring James Marsden, Katie Holmes, Nick Stahl, Bruce Greenwood, William Sadler, Steve Railsback. Directed by David Nutter. 1998.
From the box:
Achieve, be excellent… and be afraid.
When the esteemed Blue Ribbon Club of Cradle Bay High takes its slogans too far, things in the small coastal town begin to go wrong. Dead wrong. Newcomer Steve Clark finds fast allies in Gavin, an overly imaginative paranoid and Rachel, a “bad girl” with a razor-sharp tongue and a body to match. But when some “dark sinister force” begins turning the school’s curricularly challenged into the soulless, academic elite, these three “outsiders” join in a desperate, dizzying race to avoid becoming insiders–and losing their individuality forever!
DVD Upgrade: Disturbing Behavior