James Spader is affable as an architect named Ray, who divorced his first wife after she fooled around. Then a new woman comes into his life: the enticing, gorgeous Lena (Madchen Amick), and he soon becomes smitten, to the point of marrying her and fathering children with her. Then he realizes how badly he's screwed up by marrying a woman to whom lying is second nature. She's a master manipulator with a personality for different occasions.

Although not altogether satisfying (especially the ending), "Dream Lover" is a decent suspense-thriller. It treads on pretty familiar ground overall, but writer / director Nicholas Kazan (son of the legendary Elia Kazan) tells a reasonably entertaining story. It spices things up with a bit of sex and nudity (there is an unrated version of this that was released on laserdisc), and Kazan is capable at continuing to throw twists and turns at us. His framework is the most interesting, original element, as it contains scenes of Ray at a carnival where the workers accost him with details of the plot.

The truth is that you can't feel too much sympathy for Ray, as he buys all this trouble by getting involved with a stranger without bothering to learn very much about her. But Spader is good as always, and is surrounded by good actors and familiar faces: Fredric Lehne, Bess Armstrong, and comedian / actor Larry Miller (the main source of comedy relief, obviously) play his friends, and other actors and actresses like Scott Coffey, Clyde Kusatsu, William Shockley, Irwin Keyes, Janel Moloney, Robert David Hall, Paul Ben-Victor, and Erick Avari comprise a solid supporting cast. Still, Madchen is the compelling primary asset of "Dream Lover": looking delectable throughout, she's a treat to watch as she switches on a dime when it comes to her personality shifts.

Kazan does come up with some good dialogue, especially that "paranoia is actually heightened awareness" line. And he & his cast keep this engrossing most of the way, even though that resolution is bound to leave viewers wanting.

Seven out of 10.

Handsome and successful architect Ray Reardon (a strong and engaging performance by James Spader) is recovering from a painful divorce when he meets and immediately falls in love with the charming and beautiful Leena Mathers (a marvelously sultry and enchanting portrayal by the luscious Madchen Amick). The two get married and settle down to a life of total bliss. But is Leena really as perfect as she seems? Writer/director Nicholas Kazan relates the crafty and involving story at a steady pace, peppers the picture with several neatly surreal dream sequences, and delivers several nifty twists and turns that culminate in one startling doozy of a surprise downbeat ending. Spader and Amick both do outstanding work in the lead roles; they receive able support from Fredric Lehne as Ray's loyal buddy Larry, Larry Miller as jolly, rascally, wisecracking pal Norman, Bess Armstrong as shrewd lawyer Elaine, Kate Williamson and Tom Lillard as Leena's scrappy hick blue collar parents, and William Shockley as scruffy redneck Buddy. Moreover, this movie offers a valid and provocative point about how letting the wrong person into one's life can completely destroy said life. Jean-Yves Escoffier's slick and agile cinematography gives this picture a pleasing glossy look and makes expert use of a smoothly gliding Steadicam. Christopher Young's spare shivery score enhances the slowly mounting tension without ever becoming remotely obtrusive or overbearing. Well worth a watch.

For you classical movie fans and fans of the Fifties music scene, this film Dream Lover will not contain a note of either Jeanette MacDonald's first film hit song from The Love Parade or will you hear Bobby Darin's hit from the Fifties, both entitled Dream Lover. Neither song while different in style is positive in nature and wouldn't be right in this very downer of a thriller.

James Spader can't believe his luck in finding Madchen Amick, she's the perfect beautiful woman. He must feel like Anthony Michael Hall and Ilan Mitchell Smith when they created Kelly LeBrock in Weird Science. This woman is an eleven plus and after a divorce from Bess Armstrong, Spader's in need of reassurance that he's still got it.

They marry and have children, but gradually he starts noticing little things that she always has a perfect explanation, but rattle Spader beyond the point of endurance. When he starts investigating his wife, Spader finds a lot of things just don't add up.

Dream Lover is a neat little thriller that will keep you guessing right to the end who is going to come out on top. In fact neither of them really do, or at least that's how I view the film.

Spader, Amick and the rest of the cast respond well to writer/director Nicholas Kazan's script and guidance. When Spader starts investigating the past of his wife and finds she's just a down home girl from Texas instead of what she puts out, he meets up with William Shockley her old boy friend. His one scene in the film with Spader will leave an indelible impression.

In fact Dream Lover will leave an indelible impression on you.