(This review contains spoilers.)

What Lies Beneath (2000) isn’t a great film. Heck, it isn’t even a particularly good film by most people’s standards, given the 47% Rotten Tomatoes score.

It is however one of my favorite films, and it’s not a guilty-pleasure thing or a so-bad-it’s-good thing; I love this film for what it could have been: a masterpiece.

The plot is a fairly straightforward and badly mangled love letter to Alfred Hitchcock. What Lies Beneath tells the story of “the wife of a university research scientist [who] believes that her lakeside Vermont home is haunted by a ghost – or that she is losing her mind” (IMDB). There’s a thinly veiled twist near the end that catapults the film into truly ridiculous territory, but along the way we get plenty to love, and a tantalizing hint of the movie’s hidden potential.

This is easily one of Michelle Pfeiffer’s best performances. She truly delivers as the passive-aggressive, upper middle-class, and possibly unhinged suburban housewife Claire Spencer, wife of Dr. Norman Spencer (Harrison Ford). Pfeiffer doesn’t have a whole lot to work with here, given the minimal (and at times infantile) script, but she’s given plenty of moments to shine, and she does. It’s a joy to watch her creep through rooms with a candle, dig around on the proto-internet, and peer into her neighbor’s window in an increasingly desperate hunt for clues. (One of the film’s many strokes of genius is to have some of the creepiest moments happen in broad daylight on beautiful sunny days. Right out of Blue Velvet, this.)

Solid psychological realism anchors the film’s first act. Claire’s lightly-strained relationship with her workaholic husband is completely believable, and we get a nice window into her character’s fragile state of mind by way of some darkly silly visits with best friend Jody (the perfectly cast Diana Scarwid, who famously played Christina Crawford in the cult classic Mommy Dearest (1981)). The bathroom seance scene, in particular, is not only funny and character-revealing, it’s a textbook example of how good pacing, great set design, fantastic writing, and clever use of space can make for a truly entertaining moment. This is Zemeckis doing what he does best.

Early on we find Claire confronting the mystery of the battered and possibly murdered neighbor Mary, played by the talented and criminally underused Miranda Otto. Claire, convinced that the presence haunting their house is Mary’s ghost, is plagued by a string of false conclusions and realizations throughout the film. This anti-climaxes wonderfully halfway through the film when Claire accuses Mary’s husband in a crowded university hallway of killing his wife, only to find Mary wandering into the scene from a nearby restroom. Pfeiffer’s choked silence is pitch perfect, deeply hilarious and, again, perfectly believable as we cut to Claire in her new therapist’s office, tail between her legs.

Sadly this is when the movie begins to fall apart. We have a wonderfully satisfying moment when Claire’s memory of her husband’s infidelity with university student Madison Frank is unlocked while mingling at a ritzy reception, followed by a fun blowout between Claire and Norman. Pretty much everything that follows is forgettable nonsense masquerading as a ramp-up to a false ending for which I bet exactly no audience fell. And, minus the iconic bathtub scene (wonderfully recreated here), the less said about the final act the better.

This could have been a truly great film. Nothing in the first hour could prepare any audience for the asinine finale, marked by some of the most laughable CGI this side of The Polar Express (2004). Once they break out the special effects, the ride is more or less over and you’re well-advised to get off. But imagine with me how the second half of the movie could have gone.

What if the movie had left out the supernatural — and the supporting CGI — altogether? What if instead of ghastly underwater corpses and ridiculous face swaps with the departed we were given an actual mystery? The last 20 or so minutes of the movie finds Claire and Norman in an uneven game of cat and mouse, resulting in Norman’s death and a sloppily hastened resolution. The writers could have taken a page from Alien (1979): the less the audience sees of the monster, the better. The ghost turns out to belong to Madison, the university student with whom Norman had that brief affair. Claire understandably wonders if her husband had anything to do with Madison’s disappearance once she realizes (again with the realizations) that Madison’s initials match the ones scribbled by the ghost. Norman half-confesses, then of course later we learn that yeah, he totally did it, and now he has to kill Claire too. (Eye roll.)

Finding out who really killed Madison ruins the whole movie. It really does. There was a golden opportunity to explore a completely different finale that the writers somehow missed: Claire could have been Madison’s killer. The groundwork was already laid down with Norman’s fear masked as frustration with Claire’s growing obsession with the occult. Maybe he had good reason to fear her! The laughable game of cat and mouse in the finale could have instead shown Norman trying to escape Claire, who could have just as believably unlocked another hidden memory that she maybe killed Madison in a blind rage when she walked in on the affair, a murder that Norman could have covered up for fear of jeopardizing his scientific accomplishments and their place in upper-crust Vermont society, blah-blah-blah. Then Claire has her car accident, and boom: memory wiped. Family reputation saved.

Plus there could have been a nice interval where Claire doubts her own recovered memory of killing Madison, helped not at all by Norman, who could have remained a cagey gaslighter until the very end. It could have been Claire who was the source of evil all along, morphing suddenly into a dangerous and unpredictable walking nightmare of a housewife. Whether Norman escapes this imaginary ending could satisfyingly go either way.

This would have dragged the movie squarely into Dark Half territory, and there are plenty of other books and movies that have played this trope to death, but it would have been worth it. What Lies Beneath could have hinted at the supernatural instead of drowning itself in it, and instead taken the audience on a truly Hitchcockian ride, that of the deranged killer with a broken memory and a score to settle. They came this close. (The punny “lies” in the title of course refers to Norman’s two separate coverups of the murder, but it could have just as well been Claire lying to herself about what really happened on that fateful night.)

I’ll still revisit this movie every fall. How can I not? I’ll lie to myself during the first hour about what lies in wait near the end. Possibly I’ll just duck out after a paralyzed but conscious Claire saves herself from drowning in that bathtub, truly the last good scene of the movie. But I’ll always come back for more.