"Eye of the Beholder" takes a lot of risks, particularly for a film that is being released wide on opening weekend. Because it doesn't take the road you would always expect from a thriller; because Ashley Judd is not playing the completely virtuous heroine; because the film is relatively deliberate in its pacing and there isn't very much action, per se; and because Elliott relies on stylish camera techniques and the visual aspect of the story, as opposed to buildings blowing up and dialogue spelling out the plot developments for you, the picture is in danger of isolating many mainstream audiences expecting another "Double Jeopardy." That's too bad, for those interested in a more unconventional film that doesn't always play by the rules will find themselves rewarded with a deeper, more texturally layered thriller than they are usually accustomed to.

The ball gets rolling when a British intelligence agent in Washington, D.C., known by his code name, Eye (Ewan McGregor), is assigned to track down the 22-year-old son of a government official, who is suspected of being blackmailed by an inscrutably alluring woman (Ashley Judd). Spying on them at the son's home, Eye becomes the only witness to his murder, as the woman repeatedly stabs him to death and then disposes of his body in a nearby lake. Eye, whose wife and child were allegedly "lost," still envisions his young daughter around him, and thus, feels inexplicably drawn to this woman who, herself, is clearly lost, and begins to follow her everywhere she goes, from NYC to San Francisco, to Death Valley, to Philadelphia, to Chicago, to Alaska, all the while leaving death in her wake. Wanting to know more about her, Eye learns from an unusual therapist (Genevieve Bujold), who used to care for her, that her real name is Joanna Eris, and it was she who taught Joanna how to constantly disguise her true self, both physically and emotionally. But Joanna is a confused, almost tragic figure, even while being, more or less, a serial killer, and there are hints throughout that her relationship with her own father as a child was relatively unstable.

Although a thriller, "Eye of the Beholder" also offers an utterly odd, yet effective romance, as Eye realizes Joanna is a murderer, but somehow deeply sympathizes with her. Since Eye is missing a child, and Joanna is a lost soul, there is an instant connection on his part, and Joanna strangely feels it too, even when she doesn't even know he is following her, and has never met him. Basically, both Eye and Joanna are little more than enigmas at the beginning, but the more that is learned about their unfortunate pasts and their beings, the more easily understood both of their actions are. And without giving anything away, when Eye and Joanna inevitably do meet, there is an unmistakable poignancy that charms us, all the while making us nervous since we know Joanna is capable of doing many bad things, even when she doesn't want to.

Kudos to writer-director Stephan Elliott and director of photography Guy Dufaux for making a motion picture that is such an invigorating treat for the eyes, and a testament to their imaginations. When the setting changes from one place to the next, for example, the camera zooms in on that particularly city's snow globe and enters right into it, until what is in the globe transforms effortlessly to the real place. Eye voyeuristically spies on Joanna with his advanced audio and video equipment, and occasionally the camera will be centered on the grainy television of Joanna's hotel room, until it goes right into the T.V. and ends up literally in her room. "Eye of the Beholder" is a stylistically brilliant film, never ceasing to impress with its gorgeous, energetic visuals.

While Eye and Joanna are satisfactorily developed throughout, some of their motivations remain a little sketchy, leaving it up to the viewer to decide the "why's" for themselves, which sometimes works but here just feels like minor plot holes. Joanna, who occasionally breaks down crying after doing away with another innocent victim, is a severely unhinged woman, but why is that? And what does her killing spree substitute that is missing in her life? When Eye keeps seeing his daughter and carrying on conversations with her, it works well because of its eerie supernatural implications, but doesn't give us enough of a reason for why he can see her. Does he imagine it because of his otherwise solitary existence? Or is he delusional? These questions and others are unavoidably brought up because we never learn the answers, but better to be left pondering a film after it is over, rather than forgetting it altogether, which is what the majority of today's thrillers do.

Ashley Judd is a class act in every film she appears in, and she is even able to turn mediocrity into something slightly more successful than it has any right to be ("Double Jeopardy"). Since her stunning debut performance in 1993's "Ruby in Paradise," Judd has been on an unbroken road to stardom, and does not disappoint here. Joanna is a flawed woman (after all, she does kill people), but she desperately wants to change and lead a normal life, and Judd turns her into a likable character, or at least one that we care about. Midway through, Joanna has a run-in with a kind, older blind man (Patrick Bergin) at the airport, and because he cares about her without having to see her, she falls in love with him. There is a touching scene in which Joanna explains to him that he may be older, but she loves him no matter what because her physical appearance doesn't matter to him. In other words, he will never be able to see the "monster" she has let herself become in life.

Ewan McGregor has a less showy role, since he is voyeur to his subject, which is Joanna, but McGregor is worlds above his misguided, underwritten turn in "The Phantom Menace." He believably is able to project the loss of his loved ones, and while the idea of him falling in love with this killer he has followed but never even met is, perhaps, difficult to swallow, it surprisingly makes sense. Gazing warmly at Joanna from afar, Eye longs to be with her, to comfort her sort of as a father figure, and McGregor creditably helps to make this plot development work.

In supporting roles, Genevieve Bujold is excellent, even while only given two scenes, as she turns her character into more than just a one-dimensional figure. Pop singer k.d. Lang shows up as Eye's friend and embassy contact, and proves to hold a real screen presence. And Jason Priestley is appropriately slimy and intense as a drug addict who picks Joanna's up in the desert when her car breaks down.

The final scene in "Eye of the Beholder" is one I haven't quite figured out my feelings on yet. It is certainly not an upbeat, mainstream conclusion, and will turn off many viewers, but in its own way is just the right way to end the film. Both Joanna and Eye have very little to live for, except for each other, which makes the proceedings all the more lamentable. They are at the end of their ropes, desperately attempting to cling to one another even when they don't have the means to do such a thing. "Eye of the Beholder" is a sleek, impressively well-made movie, a lyrical flower in a bed of January thorns, if you will. It is simply too admirable a film on too many levels to be thrown to the wayside.