"Disturbing Behavior" navigated a rocky path on its way to theaters in July 1998. Following positive test screenings of director David Nutter's 115-minute cut, too many cooks at studio MGM got together and began second-guessing what the film should be. The 83-minute theatrical cut, complete with new ending, streamlined character development, and noticeable plot holes, was what neither Nutter nor screenwriter Scott Rosenberg (1996's "Beautiful Girls") had in mind. In an attempt to market the picture to a teen audience following the breakout success of 1996's "Scream," MGM wanted the film to look like a hip slasher movie when, in actuality, it is a paranoid thriller closer in spirit to "The Stepford Wives" and "Invasion of the Body Snatchers" than to "I Know What You Did Last Summer."

A whopping eighteen years later (where did the time go?), the documented uphill battle "Disturbing Behavior" faced proves to be part of its plucky charm. Despite its studio-mandated trims and shortcomings, this is still a really good film with glimmers of greatness faint but apparent in the distance. Viewers who weren't of a certain age in 1998 have no way of feeling nostalgia for it, but those who do should receive a pretty heavy blast from the past when they revisit the film for the first time in years. I was 16 at the time of release and an enormous fan of the horror genre and "Dawson's Creek," so the Katie Holmes-starring "Disturbing Behavior" hit my sweet spot. Now in my thirties, it still does, but for more complex reasons related to the incontrovertible passage of time and a fondness for an era that takes me straight back to my adolescence.

Less than a year after his elder brother tragically took his own life, 17-year-old Steve Clark (James Marsden) moves with his parents and younger sister Lindsay (Katharine Isabelle) from their home in Chicago to the presumably peaceful Cradle Bay, an island community nestled in the Pacific Northwest. Their goal is to have a fresh start away from the hustle and bustle of city life, but the fear of not being able to fit in with his peers takes a backseat when new stoner friend Gavin (Nick Stahl) warns him something isn't quite right with the so-called Blue Ribbons—preppy teenage royalty with violent undercurrents who don't appear at all to be the people they once were. Gavin is convinced the authorities are privy to whatever is taking them over, but when he, too, is claimed a victim, it is left to Steve and classmate Rachel (Katie Holmes) to get to the bottom of this sinister, mind-altering takeover.

One could never accuse "Disturbing Behavior" of having an ounce of fat on its trim frame, the story constantly and efficiently moving forward as director David Nutter (TV's "The X-Files") sets up his ensemble of characters and their moodily overcast, fog-infused, not-quite-right surroundings. Classily lensed by cinematographer John Bartley (2003's "Wrong Turn"), Nutter has made a picture attractively thick in atmosphere and encroaching threat. His aims at tackling something smarter and more thoughtful than the average horror fare clearly did not jive with MGM's vision, and the creative push and pull between both parties is apparent in subplots that prove undernourished or don't go anywhere, and a central premise with more than a few unanswered questions. It is a testament to Nutter's talent and vision, then, that the film still holds up in spite of the internal conflicts he experienced.

In "Disturbing Behavior," the mystery of the story enthralls, the locations are unique and indelible, the music score by Mark Snow makes a vivid impression right from the opening credits sequences, and the characters' fight to hold onto the very things which make them who they are rings urgent and true. James Marsden (in his first major lead film role before hitting it big with the "X-Men" franchise), an edgy, against-type Katie Holmes (at the time riding high as Joey Potter on "Dawson's Creek"), and Nick Stahl (a longtime child actor who broke out with 1993's "The Man Without a Face") are instantly appealing as the trio of protagonists, while the soundtrack accompanying their struggle for individuality and survival is a can't-miss, late-'90s compilation featuring Harvey Danger's "Flagpole Sitta" and The Flys' "Got You (Where I Want You)." "Disturbing Behavior" is far from perfect, but in its own flawed way it is perfect to me, entering my life the summer before my senior year in high school and making an impact on me that has increased, rather than lessened, in the nearly two decades since it was made.