DREAM WITH THE FISHES (1997) ** Written and directed by Finn Taylor. Photography, Barry Stone. Editing, Rick Le Compte.Production design, Justin McCartney. Music, Charles Raggio. Cast : David Arquette (Terry), Brad Hunt (Nick), Kathryn Erbe (Liz), Cathy Moriarty (Aunt Elise), Patrick McGaw (Don), J.E. Freeman (Nick's father). A Sony Pictures Classics release. 96 min. R (drugs, sex, language) For Sony Pictures to put "Dream With the Fishes" in the "Classics" group is a bit of a stretch. A small picture in budget and production values, it is also small on ambitions. But it is a somewhat offbeat buddy movie, perhaps bizarre for the 1990s but quite close to certain films of the hippie days. Scriptwriter and now first-time director Finn Taylor has concocted a relatively brief encounter of two youngish men from different backgrounds. Terry is a "suit," a sad-sack accountant-type (with my apologies to that profession). We get no details or explanations about the man, his character, or his life, but it is clear that unspecified insecurities, sexual frustrations and such have made him very lonely. Whether a result of those deep seated problems or of others, Terry has become a binocularized voyeur. From his apartment he spies on the apartments across the street, catching especially female nudity. It is joyless, unexciting voyeurism rather than "Rear Window" curiosity or esthetic appreciation and gratification. Soon we meet Terry on the Golden Gate Bridge as he prepares to jump. By an unlikely movie-coincidence, Nick, a stranger whose girl-friend Liz Terry "voyeurizes" most, is around on the bridge.He talks him out of this manner of suicide, suggesting with some black humor better ways. He takes him to his place. Terry blurts out that the death of his wife in a car accident had made his life meaningless. (It's not that simple but I'll keep mum). After some unconvincing stuff involving Terry's watch, it is traded with Nick for a bottle of sleeping pills. But after swallowing them, Terry changes his mind. When his stomach is pumped he finds out that the pills were multi-vitamins. The undead Terry is furious at Nick. (Why? A good question since "practical joke" aside, Terry had balked before suicide). He finds out that Nick has an unnamed disease and only weeks to live. One thing leads to another. Nick, wishing to fulfill his fantasies before he dies, proposes that Terry bankroll him and join him in living life "on the edge." This will be good for both men. The ultimate bonus is that Nick promises to kill Terry at the end of their explorations. The Kevorkianish pact is a done deal. It's all the more incredible as earlier Terry apparently wanted to go on living. Or did I miss something? It was perhaps the method (suicide-by-pills) he had rejected. The two new companions embark on a small-scale series of desultory wanderings that hardly deserve to be called a Micro-Odyssey. Early on, high on acid, they go to what's like an amusement park. Unless you know San Francisco and identify Fisherman's Wharf it could be anywhere.(The same goes for all settings). The episode is a stoned variant of the old boy-dates-girl and my oh my, aren't amusement parks fun! A fortune-teller tells Nick : "In three weeks you'll be given the job of protecting the life of all the fishes." Since "to be with the fishes" means -- at least in gangster films-- that a victim was executed and thrown in the waters, the expression is none too relevant here. Life on the edge is a pathetic affair. It involves bowling in the nude (with women); visiting Nick's Auntie, a retired stripper; seeing Nick's alienated father; meeting an old failure of a pal; and other such unexciting activities. They crest with Nick, nearing his end, trying to rob a bank in the nude. In my notes I often find the word "uninteresting." That's what all the characters are. Realistic-naturalist--untheatrical acting can be a good thing but loses its value when characters and situations lack interest. The strongest element here is death, which was called "the ultimate obscenity" by, I believe, writer Albert Camus. No matter to whom it comes, death is death. In movies, audiences rejoice at the death of villains. In movies at least, death becomes more affecting, pathetic or tragic when it happens to heroic characters, good persons, innocent individual or masses, or simply to interesting persons. And even with many negative types, there can the sadness of those left behind. In "Dream" there's very little of all this. We also sense that Nick will not be really missed, even by Liz whom he marries on his death bed. Terry alone will miss him. The finale combines an unlikely bit about Terry's watch and the predictable conclusion that Nick's life-affirming love of just being, will make a new, unsuicidal man of Terry. However, the movie's moving side is that step-by-weird-step, true friendship has grown between the two protagonists. Shown without sentimentality, this is the film's main value. Technically "Dream" is fuzzy. Whether deliberately, to go for a realistic look in defiance of studio precision, or from amateurishness, I can't tell. Camera movements can be jerky, colors often poor or washed out, the lighting inadequate. Work like this one that strive for a semi-documentary look (e.g. using just existing light), would be better off in black and white that tolerates contrasts better. Yes, I know that, sadly, viewers generally do not like black and white. But many connoisseurs do, and this is a film that will be seen by art house, not mainstream, audiences.