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Soderbergh's camera, like Graham's, is more concerned with talk than sex, and he allows dialogue to carry the film's erotic charge.

It would have been more dramatic and predictable if this film had assumed Graham's distorted point of view. Soderbergh's choices are more original, challenging and subtle than that.

Her soft Southern voice floats over the image of Graham, her husband's straggly old friend, who stops for a shave in the men's room of Ray's Bait Shop and splashes a little water under his armpits before he drives on to Baton Rouge, La., and Ann's spacious white house.

Meanwhile, Ann's husband, John, spins his wedding ring on the desk in his law office, then heads off for a hot sexual interlude with Ann's sister, Cynthia.

Laura San Giacomo's amazing performance suggests a manic edge beneath Cynthia's self-possession.

John (Peter Gallagher) is meant to be a precise type.

''I look around this town,'' Graham tells Ann toward the end, ''and I see John and Cynthia and you, and I feel comparatively healthy.'' They are all comparatively sick, of course, so eventually the dark deception of John and Cynthia is brought to light, the buried passion of Ann and Graham begins to emerge. Soderbergh's resolution is too clean for these very messy lives.

James Spader, who won the Best Actor Award at Cannes, gives a tremendously subtle performance, playing Graham with a hesitant half-smile and tentative voice that makes him sweet and sinister at once, keeping everyone off-balance. '' He is a cool observer so pained by his own detachment that the word voyeur never quite matches his perversity.

He arrives at Ann's house and instantly starts questioning her, apologizing even as he pries. Ann responds to Graham sexually, sees in him a kindred repressed spirit, and runs from the friendship when she learns about the tapes.

When the psychiatrist asks how things are with John, she says, ''They're fine,'' adding almost as an afterthought, ''But I'm kinda goin' through this thing where I don't want him to touch me.'' Her romantic look and flowing skirts hide a sexuality whose existence she can hardly admit.

Calling her sister ''an extrovert, kind of loud,'' is a perfect Ann-like euphemism.

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