Worn-out porn director Paul Thomas gets beat up by both his star (Lexie Marie) and a "manager" he stiffed out of his meal ticket (Dale DaBone) – so he accepts an offer, conveyed through production manager Tony Tedeschi from Ava Vincent, to direct a community-theater style soft porn movie, which the participants plan to sell to raise funds for sewer repair. Right!

Vincent's the local "point person" for the shoot, but what Thomas finds are several couples confused about their sexuality: Horny husbands, and wives who are either manically oversexed or bordering on frigidity – at least, in front of the camera.

Thomas imports Lexie to jump-start the project, but quickly finds himself not only directing the feature (which, of course, has become hardcore) but counseling the players on how to come to grips with their sexual desires – and in the case of Austin Kincaid, how to get revenge on her too-eager husband (Van Damage).

That's one level of what's going on here, but the deeper theme of Fade to Black 2 is the difficulty that any good adult director has in working with unschooled, untrained and occasionally barely willing performers – which the fairly talented actors here play to near perfection – and dealing with the myriad problems that can turn any high-concept production into the Shoot From Hell.

Beyond that, writer Dean Nash has created more intrigue than can be found in a decent Hollywood thriller. We won't give away the "surprise ending," but let's just say that some people and events are not as they seem. And we won't even comment on how the feature's structure resembles that of a Greek tragedy.

Beyond the sheer artistry of this production, the sex is generally excellent, from shy Haley Paige's hot threeway with Van and more experienced Lexie, to the orgy that starts out as Austin's revenge fuck with Jack Lawrence, to the final girl/girler between Lexie and Ava that becomes a threeway when Thomas brings Trent Tesoro to the bed.

Pre-noms for Thomas as Best Director – Video and Best Non-Sex Performance; Best Screenplay (Nash); Best Group Sex Scene – Video (orgy); Best All-Girl Sex Scene – Video (Lexie and Ava); Best Actress – Video (Lexie Marie); Best Supporting Actress – Video (Austin Kincaid, Ava Vincent); Best Supporting Actor – Video (Dale DaBone) and of course Best Video Feature.

Retailing: Paul Thomas tops (or at least equals) his best work ever – and couples will love it!