A five-and-dime shamus, a cheating wife, a rich husband and a handsome boyfriend. Sounds like all the tempting elements for classic film noir.

Foolproof at least starts out in that direction with earnest intentions, camera work that makes a gorgeous prowl through the underbelly of the night, and a bluesy "wet pavement" jazz score that summons up the ghosts of spirited double-crosses past.

Yet, before it gets to unfurl any of its great potential, Foolproof feels a commitment to remain true to porn film trappings, neither reaching inwardly to pull an edgy line of dialogue or two into the mix, nor creating an interestingly seedy character demanded by the shamus genre that we can pin our fancies onto.

Tony Tedeschi plays his P.I. character for most of the film dressed like a playground Stanley Kowalski. (Gee, what happened to method costuming?) Tedeschi takes a case wherein Randy West suspects his wife Brittany O'Connell of having an affair with her personal trainer Peter North. She's not, of course, but West, for reasons unclear, is adamant about Tedeschi gathering evidence to the contrary.

Tedeschi enlists hooker Kitty Yung to disguise herself as Brittany and sets up a scenario (which he photographs) to satisfy West's hunger for evidence. Yeah, Kitty Yung looks like Brittany O'Connell like Carl Jung looks like Helen O'Connell, yet West buys into the framus. Only instead of acting out his part like a good, righteously indignant film noir husband should, West has a passable but hardly the explosive threeway that a link-up with Sierra and Deborah Wells might suggest.

O'Connell screeches at deafening octaves and West rants and raves like his bikini briefs are on too tight. Sexually, there are only three legitimate pairings: West's scene already mentioned, a hotel tryst between Sahara and Steve Drake that results in an anal from the doggie position (the best action in the film) and Peter North's perfunctorily-executed missionary encounter with Yung. Tedeschi's grabass scene with secretary Leena is hardly more than that.

The scriptwriting is seriously out of its element here, and the direction should have gone to greater lengths to establish the sultry mood suggested by the film's theme. And that's unfortunate, because a kind of picture like Foolproof suggests a foolproof formula for success.