Judd plays a black-widow serial murderer named Joanna, who is systematically seducing and killing men who, in one way or another, are outside the ordinary. (Among her victims is a blind mulimillionaire, played by Patrick Bergin, and a nasty loser portrayed, surprisingly, by Jason Priestley.) McGregor is on board as a British intelligence agent who happens to be following her. Referred to as "the Eye," McGregor's operative is a haunted man abandoned years before by his wife and daughter. His isolation is such that he holds imaginary conversations with the latter, and she advises him to take pity on Joanna and protect her even as she carries on with her monstrous mission.

That's precisely what he does, at a distance, ushering in comparisons to Hitchcock's classics about voyeurism and obsession, particularly Vertigo and Rear Window. (Allusions to Francis Coppola's The Conversation are unavoidable as well.) But despite the great material (the 1980 source novel by Marc Behm was highly praised by The New York Times) and a fascinating cast (including Geneviève Bujold and k.d. lang), Eye of the Beholder bogs down in Stephan Elliott's often thoughtless, obvious direction. Elliott (Priscilla, Queen of the Desert) grinds down several members of the cast by insisting on dreary, one-note performances, and he makes a long movie seem even longer by telegraphing story twists and other developments long before they happen. Justice would be served if one could extract Judd and McGregor's appearances here and graft them onto a better movie, but so it goes. --Tom Keogh