The film begins with Olivia Lawrence (Meg Tilly), an extremely wealthy and single young woman, graduating from college. We learn all of her money has come from the deaths of both of her parents, and she was also left eight houses throughout the world. She lives in a mansion in the New York bay area, and legally cannot throw out her mother's last husband (John Glover), a greasy slimeball who is always bringing various strange women home with him. Right after graduation, Olivia meets two men, a friend from her childhood (Doug Savant) who is now a police officer, and the handsome yacht captain, Tim Whalan (Rob Lowe), who unbeknownst to Olivia, also has another girlfriend on the side. Should Olivia trust Tim? Does he really love her, or just after her inheritance? And how is her friend from the past connected with everyone, if he is at all? These are some of the mysteries brought up in, "Masquerade," a film that sounds potentially more interesting than it actually is. One of the picture's main problems is that all of the characters are left at a distance from the audience, and so no one is able to truly gain our sympathies, or to even give us much of an opinion on any of them to begin with. I did not find myself being enthralled in the story, because it felt more like a dream that a person can only remember parts of, and so they tell you about it with big chunks of the plot missing. Developments in the narrative occurred, and yet the film seemed to be drifting by things without any attention to the elements around them, as if the twisting storyline was the only important key to making a successful film.

Meg Tilly has shown that she is a fine actress, just like her younger sister, Jennifer. Look no further than 1983's "The Big Chill," or 1985's "Agnes of God," and you will see a versatile, always impressive, actor at work. In, "Masquerade," however, Tilly either chose or was directed to act like a passive female, and this was a highly misguided choice. Since she doesn't appear to be using her mind to figure out the sinister things going on around her, then how does director Swaim expect us to root for her? Rob Lowe and Doug Savant, who may or may not be working in cahoots with each other, are OK, but honestly nothing more than two pretty faces. John Glover, usually an outstanding character actor (1989's "Longtime Companion"), plays an obvious one-dimensional villain for his relatively short-lived appearance. Finally, both other female performers, Kim Cattrall, as Lowe's on-the-side girlfriend, and Dana Delaney, as Glover's companion, like Tilly, are written at a condescending level, and are treated unfairly as nothing more than women whose primary goal is sex. I wonder if Swaim intentionally wrote all of his women characters to act like dimwits, or if it just happened that way, because he certainly does not flatter them in any way.

It is amazing how quickly-paced things occur in, "Maquerade," and yet, how slow-moving it actually feels to watch. On my first viewing, I found my mind constantly wandering from the proceedings because nothing was of any substantial interest to me. It was only on my second run-through of the film, immediately afterwards, that I actually understood what all of the character's motives were. If anything, "Masquerade," is an appropriate title. Just like the storyline, the film itself tries to desperately cloak itself so its viewers don't realize how very little worthwhile material is actually present.