Who knew a guy who works with the Farrelly brothers could make such an engaging horror thriller? Writer/director Josh Klausner was most recently second unit director on Me, Myself & Irene, and considers the gross-out gurus his cinematic mentors. However, his first feature takes a divergent path. The 4th Floor (1999, 90 minutes) has its comedic moments, but skillfully explores the evil masked by the genteel faces who walk the dim hallways of a New York City walkup.

The movie: An interior designer by the name of Jane Emelin (Juliette Lewis) inherits a rent-controlled apartment, after her aunt takes a spill down the stairs, braining herself against a wall. Jane's boyfriend, a wacky weatherman (William Hurt), would rather she come live with him in the country, as they'd planned. But she sees this as her opportunity for a bit more freedom and privacy. Of course, she experiences neither. Shelley Duvall pounces on her immediately as the building busy-body, Martha Stewart (har, har). She's full of questions, and a hasty condolence for Jane's loss. When Ms. Emelin is finally alone, she strips to her cotton panties and sets to moving around furniture, which is answered by a THUD! THUD! THUD! from the elderly tenant below. The next morning, she finds an angry note from the woman. Each day the notes become more threatening, until finally, a crudely typed message states there will be NO MORE warnings. When Jane isn't worrying about her aurally-fixated neighbor, she's gawking at the folks across the alley, ala Rear Window. But she puts on a robe for that. The film's overall weirdness is fueled by a steady array of off-kilter characters. There's Austin Pendleton as the fantastically awkward Albert Collins, who befriends Jane after she chases him up the stairs when he mistakes her for the nosy Ms. Stewart. As the sinister locksmith across the alley, is Tobin Bell, who actually LOOKS and SOUNDS like a serial killer. And in an odd bit of casting is comedian Artie Lang as the neanderthal building super whose family tree never quite forked. The stellar ensemble works in concert with the camera and score to create a deliberately uneasy world for Jane, and the audience.

Notables: No breasts. Two corpses. Rock 'n' roll jump roping. Fun with Crisco. One hundred billion styrofoam peanuts. Maggots tumble. Multiple artifacts to the brainpan. Five-story free fall. Broken glass to the foot. Crowbar thumping. Rodent infestation. One gooey body. Late night pounding.

Quotables: Jane issues the classic breakup line, "It's not about you. It's about me." And later in the film, she screams, "KNOCK! KNOCK! KNOCK! ... MOTHERF@#$ER!!!" The grim locksmith who understates, "The super is a little weird." And uncomfortably compliments Jane, "You have a really interesting face."

Time codes: Oscar-winner William Hurt hits bottom as a dancing weather man (22:50). Juliette auditions for Flashdance (43:20). Ms. Lewis emotes (1:20:00).

Audio/Video: Generally excellent on both fronts. Solid widescreen (1.85:1) print, with full frame option. A Dolby Digital 5.0 soundtrack that especially compliments Brian Tyler's outstanding score.

Extras: Writer/Director Josh Klausner, editor Tricia Cooke and production designer Timothy Galvin provide a somewhat engaging commentary. It will likely hold more interest for those into editing and low-budget filmmaking. Klausner touches numerous times on issues he had with the film's producers, as he did NOT have final cut on the film. Sadly, he didn't go into the problems in detail, which would make for a better commentary, but not necessarily fuel his career. There are also some weirdish animated menus that make more since once you've seen the movie. The scene selection screen is clever, as the still images appear in open apartment windows. There is an alternate ending, which stinks (an instance where the producers were right). Two trailers. One more contemporary, deep-throated voiceover version. While the alternative is less aggressive, and truer to the movie's mood. There is a 8-trailer reel of A-Pix titles: Dance with the Devil (Highly recommended), Phantom of the Opera, Six Ways to Sunday, Razor Blade Smile (Highly recommended), Oxygen (Recommended), Relax, It's Just Sex, Around the Fire and Broken Vessels.

Final thought: Great flick. Strong performances by all. Congrats to Josh. Highly recommended.

G. Noel Gross is a Dallas graphic designer and avowed Drive-In Mutant who specializes in scribbling B-movie reviews. Noel is inspired by Joe Bob Briggs and his gospel of blood, breasts and beasts.