Synopsis

Katie Holmes emerges from a bed of hay and runs toward The Flys, performing on a cliff above the water. Intercut with scenes from *Disturbing Behavior*, she passes the band before sending two jocks over the edge. A crowd of teenagers then races toward the cliff and dives into the water. More film footage follows, and the band eventually jumps as well. The video closes with the musicians walking away from the cliff, leaving its strange, rebellious spectacle unresolved.

Factoids & Trivia

• The video was built as a promotional crossover with *Disturbing Behavior*, incorporating footage from the 1998 teen thriller alongside newly filmed material featuring Katie Holmes and James Marsden.

• The Flys arranged the appearance through a reciprocal deal with the movie's young leads: after the band contributed the song to the film's soundtrack, Holmes and Marsden agreed to appear in the video.

• Adam Paskowitz said the song was inspired by a friend's increasingly desperate attempts to approach an attractive woman in a bar. The video's aggressive cliffside imagery turns that awkward romantic premise into exaggerated teenage rebellion.

• Two edits circulated. One combines the band's performance with scenes from *Disturbing Behavior*, while another version removes the movie footage and relies more heavily on the band's performance material.

• The song became The Flys' most successful release, reaching the top five on Billboard's Modern Rock Tracks chart in early 1999. The video's strong association with *Disturbing Behavior* helped cement it as one of the band's defining late-1990s images.