A young man (Steve Guttenberg) is having an affair with his boss's wife (Isabelle Huppert). While looking out of his bedroom window one night, she sees a man (Brad Greenquist) attacking a woman (Elizabeth McGovern). If she goes to the police to tell them what she saw, it would uncover their affair. So he goes to the police stating he saw the attack but he wasn't as well prepared as he thought he was and the consequences are dire. Based on the novel THE WITNESSES by Anne Holden, Curtis Hanson (L.A. CONFIDENTIAL) directed and wrote the screenplay. This pseudo Hitchcock thriller is entertaining enough but it would be so much better if Hanson had made his hero smarter. The protagonist's actions aren't well thought out and in some cases, downright stupid and lethal causing the death of others! Some of this might be due to the casting of the dim Guttenberg but a lot of it is inherent in the screenplay. That's what's so frustrating about a film like this, the potential is there for a crackerjack thriller but the film makers let us down. Huppert's acting seems inhibited by speaking her lines in English and McGovern seems just too cheery for an attempted rape victim. The film's best performance is by Greenquist as the killer who gives off a disturbing vibe without even saying anything. Also in the cast: Paul Shenar, Wallace Shawn, Maury Chaykin and Carl Lumbly.