It's an old story: Boy "director" and his "star" girlfriend, who've maybe made a few amateur videos back in their hometown in Oklahoma - or Idaho, or Florida, or Illinois; doesn't really matter - decide to come out to Los Angeles and break into Big Time Porn because, after all, they're the new wunderkinder of adult; the money will roll in, and they'll buy (or at least rent) the mansion of their dreams somewhere above Beverly Hills. Hell, happens every month here in the Porn Capital of the World.

But leave it to Paul Thomas to find the real human story among all the glitter and rhinestones: The couple - Taylor Hayes and Dale DaBone, with cameraguy Voodoo in tow - who've actually been invited to California by big time director Thomas, arrive and find that they're not too terribly different from the dozens of other street legals who show up on Jim South's doorstep, or call a studio out of the blue, looking for work. And Hayes and DaBone are treated just as cavalierly as would any neophytes in any other business: Told to stay on the sidelines, keep quiet and wait till Tony Tedeschi is finished directing Julie Meadows, Adajja and Jason McCain in their scene, the set of which looks recycled from last year's Vivid Egyptian movie.

But it's right about then that the second layer ('Second layer'? In a porn movie???) of this intricate tale kicks in. In some Mephistophelean way, Thomas seems to be doing everything he can - subtly, of course - to break up the relationship between Hayes and DaBone. For one thing, practically as soon as he meets her, Thomas pushes Hayes into doing a scene with Joey Ray, even as DaBone prattles on and on about how he and Thomas still have to "work out a deal." But in the end, DaBone can only stand by gawking as Ray plunges Hayes' pussy mish and doggie style on the ice cream parlor stool.

DaBone deserves credit for not too quickly becoming shrill in his concern that he's losing control over Hayes' career - but little does he know that the anal threeway he shares with her and Thomas' girlfriend, Taylor St. Claire, has secretly been videotaped, allegedly for inclusion in Thomas' next movie. Is this Thomas' way of breaking down DaBone's bravado - or is there some more sinister purpose at work?

Thomas' near-constant surveillance of the newcomers takes its toll, as DaBone and Hayes have their first argument about her future - and sure enough, Thomas gets that on tape as well, and plays it just as DaBone is protesting how much he cares for Hayes. And to top it off, Thomas arranges for DaBone to see a looped playback of Hayes, reading dialogue - and betraying perhaps a little too much emotion - about how she has only been using DaBone to further her career.

Distraught, DaBone is ready to leave L.A. with, he hopes, his fellow Okies in tow, until Meadows clues him in to what really has him upset: "You're mad as hell because you thought you were the star in your own life, and now you've found out you're only a bit player in someone else's... We're all bit players, baby, but we each get our scene just the same."

And that's the third level of what will probably be considered Paul Thomas' masterwork: Thomas' own life is just as scripted (by Tedeschi) as the anguish he's putting DaBone and Hayes through - and such duplicity and self-deception can only end in tragedy - or does it?

No sense ruining an actual surprise ending... but what we can say is that there are eight sex scenes here, almost all of which are top-notch, with Hayes, St. Claire and Meadows at their thespian best. Even after several years in the business, Hayes still manages to capture the spirit of the porn ingenue, while DaBone displays most of the characteristics of the "suitcase pimp" that's so familiar to adult business professionals. Both get Best Actress and Actor pre-noms for their stunning performances here, with another one for Meadows as Best Supporting.

Additionally, Thomas - who has obviously missed being in front of the camera - gets a nod for both Best Director and Best Non-Sex Performance, and lastly (but certainly not leastly), Dean Nash for producing one of the best scripts this industry has ever seen. There will also be a few sex scene nominations, but we'll sort those out later. For now, suffice to say that Fade To Black is about as close as adult has ever come to (gasp!) art.