Finally, we have a XXX feature which puts the "adult" (as in mature) back into "adult movies" — where the characters have sex for a reason, and the emphasis is on sensuality and eroticism rather than gymnastics and gynecological close-ups. Careless' characters are believable, as are the problems they face; the dialogue has enough substance to realistically convey the characters' emotions, and everyone stays 100% in character, even during the sex scenes! Each coupling not only furthers the characters' development by who's fucking whom, but how they're doing it.

Anthony Spinelli masterfully directs son Mitchell's character-driven examination of the current women's issues: self-esteem, sexual identity and the search for real love in a world which tends to reward beauty over substance.

The story is the relationship between Rachel (Ona Zee) and Holly (Tina Tyler), two seemingly disparate roommates with a lot more in common than either of them realize. Neither character likes herself very much, and both use sex to avoid dealing with their fears.

Ona plays an aging, bitter woman who fears that she is no longer physically/sexually attractive, which has created a pathological need to dominate and manipulate others — especially her attractive, younger roommate. At first glance, shy, quiet Tina appears to be the perfect loser/victim for Ona. Tina is convinced that she's unattractive and boring, and therefore undeserving of anything more than what she already has — which ain't much.

Ona's character emerges during her hot S&M-tinged "seduction" of shoe salesman Zack Thomas. Her verbal humiliation serves as the foreplay here, and the camera lets us know who's in charge by focusing on Ona's pleasure during Zack's lengthy pussy eating session instead of the usual genital ECU. Ona completes her domination of Zack when she damn near orders him to fuck her asshole. She similarly dominates a friend's son (Sean Rider), but the sex turns sour, leaving Ona even more bitter.

Ona's rage leads to the film's most erotically charged and emotionally telling scene in which she seduces Tina. The camera work during their lovemaking is incredible, with full frame close-ups of Tyler's expressive face and eyes. You can feel her character's feartinged lust and relief as she gives herself over to orgasm after orgasm. We know Holly's transformation has begun as she takes on the role of aggressor in their lovemaking.

Tina meets and finally beds Jon Dough in a tender and sensual exchange, which follows a pivotal dialogue sequence in which Jon asks Tina, "Do you like yourself?", and after thinking for a moment, she answers, "I'm getting there."

Ona panics when she sees that Tina is happy — a sign that Ona's control is slipping — so she lashes out in the only way she knows how: she seduces Jon. This doesn't quite have the effect that Ona had planned, however, as Tina reacts with anger to the betrayal instead of giving up.

The film's ending is the weak link, where Ona is last seen nursing a bottle of vodka, and Tina seemingly mourns her loss in the dark at the kitchen table. Missing is some kind of confirmation of Tina's burgeoning sense of worthiness — but, as in real life, there are no pat solutions or endings, just the passage of time.

Even with its minor flaws, this film is destined to become a classic, because it WILL stand up to the test of time. The characters, emotions, and issues raised will be as vibrant in 10 years as they are today, making this a must for collectors and stores alike.