I love this movie so much

In other words,this film is a surreal ride.

All of these films share one commonality, that being a kind of emotional center that humanizes a cast of monsters.

The film never slows down or bores, plunging from one harrowing sequence to the next.

I try not to spoil things in a review unless the movie is so unbelievably horrid that I want to be sure no one feels there's any reason at all to watch it. Lying in Wait isn't THAT bad, but it's awful close.Babee Gordon (Thomas Newton) is the 20something son of a deceased TV actress. Yes, his mother actually named him Babee. Yes, people in the film comment on his name. No, the film never explains why he hasn't changed his name or just tells everyone to call him Rick or something. Babee's only real friend is his companion since childhood, the now-teenaged El (Vanessa Gordon). Yes, her name is actually El and not Elle. Are you already starting to get a sense of how terrible this film is? Babee is a wannabe painter who's been living in his mom's house on his mom's money. El is one of those drama queens whose seeming innocence masks real emotional problems. She's been carrying a torch for Babee since they were kids, but he shows absolutely no feelings for her…which I'll get into more later in the review.Anyway, a new married couple moves in next door to Babee. Keith and Vera Miller (Rutger Hauer and Virginia Madsen) are rich, middle aged and very screwed up. Keith is a thrill seeker and the kind of guy who thinks he's deeply committed to his wife, even though he has sex with other women. Vera is a lonely, emotionally dependent woman who immediately latches onto Babee. When he sees Keith having sex with Lois (Shannon Whirry), Babee gets drawn into the Millers' twisted relationship.Then a car accident puts Keith into a persistent vegetative state and Babee becomes caretaker to both Keith and the vulnerable Vera. He ends up having sex with Vera and talking with Keith, who apparently is just faking his brain damage but will only let Babee in on the secret. As the story unfolds, Keith winds up killing a couple of people, even though he's motionless in a wheelchair. Babee covers up for Keith, even when a police detective (Tony Bill) starts snooping around.I won't spoil the story's twist, but if you've got half a brain, you'll figure it out about an hour before the movie reveals it. That's because it's the only possible explanation for Babee's behavior. This is the single most obvious, telegraphed and unavoidable twist I've ever seen in any film. The only genuinely good thing about Lying in Wait is that it demonstrates quite clearly the difference between people who can't act and people who can but are just giving a poor performance. Thomas Newton and Vanessa Gordon can't act. They give performances straight out of a high school play. They were both fairly young when they made this film, so they may have gotten better. But Newton is boring when he's supposed to be the young hero of the story and he's just as boring when he's revealed to be something else. Gordon's acting is closer to a 40 year old man pretending to be a young girl than an actual young girl. Now, Rutger Hauer and Virginia Madsen also give awful performances in this film, but they suck in a way where you can tell they could be good in other circumstances. Hauer is very animated and carries a sense of menace even as a human vegetable. Madsen's Vera seems genuinely troubled and unhappy. The problem is their characters say and do such stupid things in the story that neither of them can really be believable. They're like musicians doing a pretty good job playing a really lame song. You don't enjoy the song but you can recognize the talent of the players.One other striking thing about Lying in Wait is that Babee Gordon is clearly gay. He is a deep in the closet, self-deceiving, what used to be called latent homosexual. But not only do none of the characters in the movie realize it, the guy who wrote and directed the movie doesn't appear to have realized it! I don't know if Thomas Newton is gay and a bad actor or straight and a bad actor, but he has zero sexual chemistry with either Vanessa Gordon or Virginia Madsen. When you can't have sexual chemistry with Virginia Madsen, there's something massively wrong. The movie tries to say that Babee grew up with El and just doesn't feel that way about her, but she's a hot, young thing and she's constantly throwing herself at Babee and he's never uncomfortable. He's just annoyed with it. Newton never shows and the movie never acknowledges the natural, physical reactions and impulses that arise out of that situation. And Babee's seduction/being seduced by Vera is even worse. Again, there's zero sexual chemistry and the story never bothers to justify in any way the supposed attraction between this older woman and younger man. If you just cut out about 45 seconds of lame sex scenes between Babee and Vera, you would swear this was a story about a middle aged woman with a bad marriage befriending the unhappy and artistic gay boy next door. In fact, while I was waiting for the film to reveal it's big twist, I was also waiting for it to reveal that Babee was was homosexual. It never does.In addition to being bad, Lying in Wait is also a big tease. It's rated R for Strong Sexual Content…but that content is a single brief nude scene with Shannon Whirry and a shot of Virginia Madsen's thong. That's it. If you're making a crappy sex thriller, especially one so cheap the DVD doesn't even have a menu screen, you can at least fill it with plenty of sex.

Lying in Wait is a well developed characters study, you know these people. The movie is a plot driven thriller with a twist. The movie is not driven by sex or violence though both ocur in very limited moderation. The screen play is worth watching twice to get the nuances and subtle humor. Other than Rutgar Howard, most of the actor/actresses are not recognizable and maybe with the exception of "L" deliver fair to good performances. If you watch it twice, Rutger gets a little old as he continues to get older. The film quality is grainy and the sets are somewhat dark, which fits with the dark quality of the subject matter. I have seen better films, but certainly have seen worse. There is no doubt that Lying in Wait is a low budget film, but generally a well done low budget film. 

Obviously a low budget film that went straight to video, but hugely better than most that fit that bill, and better than many so-called studio thrillers as well. While it's not jump in your seat scary, it's more creepy, foreboding, and surprisingly literate. How many movies quote from "Day of the Locust" which ties into the plot as well. This movie is saying quite a bit, I think, about Hollywood, illusion and reality, etc. And it's got Virginia Madsen showing us her thong underwear on the beach!

I admit I'm a big Rutger fan, which is why I rented the movie, and Virginia Madsen is no slouch either. And I must say I was quite impressed with the film! It's not jump out of your seat scary, more creepy and foreboding. Pretty good acting all around (I especially liked Thomas Newton) and solid direction, camera, etc. But the thing is, I realized at the end of the movie that it's not about Babee, the young, reclusive artist, but about the girl next door! I think she may be the true crazy! Pretty good script, interesting little film. I totally recommend this little gem!