Rarely have I seen a feature film take this many twists and turns in it's plot. Writer/director Jon Reiss has crafted an intense modern drama that revolves around one of the most interesting character's to grace the screen in quite a while. What happens to photographer and milquetoast Robert Marrs (Paul Hipp) as he navigates through the story here is nothing short of compelling. Consistently Reiss inserts new yet totally plausible surprises in the story. The film generally takes us to places we never imagine it going.

Marrs, as played by Hipp, is a doormat of an American husband who allows his bitchy, nagging wife to completely domineer him. At first we get very tired of the film as wifey Hallie, portrayed excellently by Bitty Schram, continually bleats at Marrs. It's so annoying and so monotonous that we can't imagine why he does not throttle her. Insights to his personality are only beginning to emerge for us. Still, when Hallie further emasculates her husband by allowing some friends of friends to move into their house, we expect him to react somehow. He complains briefly, but his concerns fall on deaf ears. He truly is a wimp.

The houseguests really turn the film around. Again, the plot goes places we never expect it to go and the film begins to twist and shift throughout it's remainder. There is more commentary on emasculation, but it is heightened by themes of male domination, male camaraderie, and adultery in the film. And then it changes gears yet again.

At times, of course, I wished the film would have went further in it's examination of these male roles. There are sexual undertones touched upon here that are truly interesting and unexplored in American cinema really. Marrs relationship with female houseguest Sophie (Rahda Mitchell) opens a few doors but they close just when things get interesting. Still, while they are open, they combine with the complexities involving her boyfriend, male houseguest Zach (Boyd Kestner), and the sexually compelling themes of the film become brand new territory.

Mainstream American drama has yet to truly explore domination, sadism and masochism or anything of a deviant sexual nature (as far as "males" are concerned), other than in the most lurid and sordid, unspeakable ways imaginable. A truly psychologically challenging yet American film involving these themes must one day be made. When the bisexual subtext of the plot is added to this film, you truly have some unique ideas being broached. Unfortunately, "Cleopatra's Second Husband" only dares to scratch the surface of such relationships. It seems to lose it's balls somewhere and one wishes it would go that one step further.

Regardless of this, the final reel of the film is quite shocking and intriguing. It's not the knockout punch the film deserves, but it does build to one creepy and disquieting climax. Reiss, yet again, surprises us with where they plot goes and how he evolves the characters.

The acting and direction in the film are consummate. Hipp's Marrs is quite well played. Oft times the film reminded me of Danny Boyle's "Shallow Grave." It also reminded me of Peter Greenaway's "A Zed and Two Naughts," but I wished it had explored these more repugnant areas of human interest in decay and death more explosively. Everything here is implosive rather, subdued to the max, allowing the film to truly get under one's skin but it doesn't sear as harshly as Greenaway or Boyle might. In the end, it's not a dive bomb, but rather a slow, aching injection. In the end, "Cleopatra's Second Husband" is like something we have never seen in American mainstream cinema before. It's themes have only been explored in the vast confines of underground films in the past. What it brings out of the closet can only lead to films that further investigate and excavate themes and ideas that are far too disturbing and shocking for modern audiences today. Tomorrow, perhaps, the revolution in sexual themes in cinema truly begins. Until then, this film is a remarkable and highly engrossing work.

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