If its story were summarized in an ad line, Finn Taylor's "Dream With the Fishes" would sound like a lot of buddy movies we've seen--tales of unlikely companions whose relationship is built on the tottering foundation of suspicion, anger and desperation, ultimately held together by a shared humanity.
     But this assured first feature by screenwriter Finn Taylor ("Pontiac Moon") is hardly derivative or predictable. Its characters, both pathetic losers in the beginning, develop their own charisma, and the fragile nature of their relationship creates a second, equally strong bond with the audience.
     "Dream With the Fishes" is about a healthy man who wants to die and a dying man who wants to live. David Arquette is Terry, a voyeur so socially disconnected that he has created an entire life through the end of his binoculars. But even he knows it's a desperate, impossible existence and, emboldened by whiskey, he plans to end it all with a leap from the Oakland Bay Bridge.

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     There, not to stop him but to ask for his watch, is Nick (Brad Hunt), a man we have already learned this about: He lives with his girlfriend across the way from Terry and has unknowingly been one of the stars of Terry's nightly voyeurism, and he was planning to rob that liquor store when Terry came in to buy his courage.
     What we soon learn is that Nick is dying from some fast-moving disease, probably a brain tumor, and that he needs money for the expensive painkillers that keep him going. Before their first strange evening together ends, Nick has made Terry an offer: If Terry will finance Nick's final days and a few of his fantasies, Nick will pick an opportune moment to fulfill Terry's death wish.
     Terry agrees, partly because even this morbid arrangement gives him a connection to another person, but he treats Nick with the wariness of someone who's just walked out of a screening of Alfred Hitchcock's "Strangers on a Train." Is this guy nuts? Will he deliver on his promise? And does Terry really want him to? Taylor keeps these questions dangling until near the end, keeping both Terry and the audience off balance. And he does it with raw-nerve honesty. These characters do begin to steady each other and lend moral support but never in the overtly manipulative ways we're accustomed to with mainstream films.
     Their relationship grows not in leaps and bounds, but with one tenuous step at a time, and often with quick steps backward. Even scenes created for humor have emotional consequences. They spend one evening together in a bowling alley, which Nick has rented with Terry's money, for a few lines of nude bowling with a pair of hookers. But the sporty event ends badly because Terry is terrified of the socialization involved.
     Eventually, Nick and Terry drive to Nick's hometown, where he has some unfinished business with an old girlfriend and an abusive father. But with his dependency on painkillers growing and his behavior becoming more erratic, Nick needs the kind of friend Terry has never been. With time running out, we'll see how far they've come.
     The performances here are superb. Arquette plays a pitifully lost soul with enough contradictory impulses to make him simultaneously off-putting and irresistible. Terry's a man clinging to reality by his fingertips, forced out of his own despair to connect with another human being, and Arquette pulls off the transformation with amazing subtlety.
     Hunt has the more conventional role, gregarious roustabout, but it's one for which natural appeal is essential, and he has it. There's also strong work by Kathryn Erbe, as Nick's caring lover, and Cathy Moriarty, as his salty Aunt Elise.      This may be a small film in a summer of towering adventures, but so far, it's shown more humanity than the lot of them.

Dream With the Fishes, 1997. R, for pervasive strong language, some drug content and sexuality. A Sony Pictures Classic presentation of a Finn Taylor production. Writer-director Finn Taylor. Producers Johnny Wow, Mitchell Stein. Executive producers John Sideropoulos, Charles Hsaio. Cinematographer Barry Stone. Editor Rick LeCompte. Music Charles Raggio. Production designer Justin McCartney. Running time: 1 hour, 36 minutes. David Arquette as Terry. Brad Hunt as Nick. Cathy Moriarty as Aunt Elise. Kathryn Erbe as Liz.