I just saw of this film at the Montreal World Film Festival. Stephen Rea and Sarah Polley were in attendance. You could not ask for two better actors. Rea plays a 45-50ish photographer who seduces 20 yr. old Sarah Polley to give up her law school career and become an artist and his live-in- lover.<br /><br />The director and writer, Audrey Wells, also directed and wrote The Truth About Cats and Dogs. I intensely disliked that film because it was implausible, not grounded in any reality, and because even the luminous Jeneane Garafalo couldn't save it. Audrey Wells also wrote Inspector Gadget; clearly, her writing leaves something to be desired. In this film she manages to put interesting situations (May-September romance / high vs. low class) forth but whenever they approach any hard edges here comes the soft humour or easy way outs or just plain ambiguously unrealized character motives. Polley's character would get to say one disturbing or strong thing, then have go on acting so obviously well below her & her character's intelligence. <br /><br />I consistently thought scenes were misdirected and that the writing gave up on itself and fell into cliche, sapping it of any force it had. And with the potential force between these two great actors never realized it was a sad loss. This is no Lolita or Educating Rita. Consider even the ballyhooed scene were Jean Smart, in a good job, takes down Rea's character in front of her daughter (the 'awe' scene.) The camera focusses intently on Smart's malice. Think how much better that little diatribe would be if we were watching *Polley's* reaction while hearing the *mother's* words. That would be a real dislocation. Then we could see the full range of which Polley is absolutely capable.<br /><br />Also, the soundtrack music was very synthetic and touchy-feely and it worked completely against the (potentially) creepy aspect of the film, until the white-light hogwash of the end. But if you liked all that white-light business in "Kissed" & if you could tolerate the preposterous situation of Cats & Dogs, then maybe you will like this film. As it was, I found it singularly unconvincing, the moreso as it went along.<br /><br />ps. Sandra Oh is very funny with the two minutes of screen time she gets. Sandra Oh is always excellent. If you want to see a good Sarah Polley & Sandra Oh film, rent "Last Night". It's brilliant. For Stephen Rea, look forward to his next Neil Jordan film.