Adrian Lyne is probably the best non-Gallic director for this fare, having clocked in with such movies as "9-1/2 Weeks" (considered too racy for Americans even as late as 1986 and was cut prior to release) and "Fatal Attraction," which pretty much trashes a woman with an obsession for a guy. Nor is Claude Chabrol a bad choice for role-model, as "Unfaithful" is itself loosely based on the French master's "La femme infidele," or "Unfaithful Woman," about a steadfast husband (Michel Bouquet) who would kill to save his marriage to his wife (Stephane Audran) and who upon discovering his wife's dalliance is obsessed not only with seeking out the lover but with sitting on the man's bed and drinking the man's liquor. In La femme infidele, the husband sleeps when his beautiful wife offers herself to him and therefore, in the opinion of some, deserves what he gets. However in "Unfaithful," Edward may have lost some of the passion he brought into his marriage to Connie eleven years earlier, but one could hardly picture him refusing to respond to his wife's overtures.

The conceit of the story is that many woman, whether they admit it or not, would be subjects for seduction if they spontaneously ran into guys who excite them. Passion makes risk-takers of us all. When Connie and young Paul Martel (Olivier Martinez) meet cute on a bright and windy day in Manhattan's chic Soho neighborhood, Paul invites the pretty woman to his spacious loft. Intrigued as well by the haphazard order of hundreds of books without a proper home, an elevator that works when it feels like, and the memory, perhaps, of her own freer days when she lived in Manhattan rather than in her overly tidy Westchester home, she succumbs to temptation. Foolishly she meets Paul not only in his apartment but in coffee houses where she could very well meet people she or Paul knew. The tension mounts in a Hitchcockian vein, but not before director Lyme treats us to scripters Alvin Sargent and William Broyles, Jr.'s humorous meeting between Connie and two old friends, Tracy (Kate Burton) and Sally (Margaret Colin), in a trendy coffee house.

While Richard Gere goes through his role reliably, as expected, the big surprise is Diane Lane who shows more breadth here than she had exhibited in movies like "A Walk on the Moon," "The Perfect Storm" and "The Glass House." She exhibits more of her perfect body than ever before though to be honest, the nudity hits us only in tantalizing segments. The scene that best shows what a great actress can do occurs on the Metro-North as Ms. Lane's character is returning home from a tryst with Paul. Reflecting on her first interval from middle- class morality, her face shows alternately joy and fear, freedom and guilt. The wordless minutes that follow a sudden break with routine evoke more about her characters than any words can do.

While Diane Lane's exceptional acting is reason enough to see the film, the story itself breaks no new ground and like "Changing Lanes," winds up with a ludicrous, if open conclusion. This is probably targeted toward a middle-aged and older audience, mature enough to realize the enormous danger into which a woman puts herself and family when she allows her hormones to rule her reason.