Fur could have just as easily been called Arbus in Wonderland. As Diane Arbus, the influential photographer who changed how the art world viewed photography's role in modern expression, Nicole Kidman steps through a looking glass of sorts. Diane is a New York housewife trying to fit into her uptight uniform. She comes from a wealthy family of furriers, and her husband runs a successful photography studio. Yet, Diane has strange thoughts she struggles to keep inside. When her new upstairs neighbor, Lionel (Robert Downey Jr.) moves in late at night, under cover of darkness and wearing an elaborate mask that covers his head and face, he and Diane lock eyes through her apartment window--one of many voyeuristic moments in the movie, of looking where one shouldn't and being caught, sometimes willfully so. They are instantly intrigued by one another, and before anyone realizes what is happening, Diane has taken her camera up to Lionel's apartment to take his portrait.

Which is just another way to say she is going to find out his secret. Diane is fascinated by secrets. One of the games she plays with her husband, Allan (Ty Burrell, Dawn of the Dead), is swapping them. It's what establishes how Diane and Lionel interact: he will reveal himself to her only if she reveals herself to him. It's the key to entering any hidden world. The film actually starts with Diane visiting a nudist camp and being told she can only take pictures if she strips down, as well. The question of whether or not she will is what inspires the flight of memory that is the rest of the movie.

The Wonderland metaphor is not one I invented, it's actually pushed by Shainberg and Wilson, a little too much so when they have Lionel reading Lewis Carroll's story to one of Diane's kids. That cue was there for anyone who missed the white rabbit at the tea party Lionel throws for Diane, a much more subtle nudge in the right direction. Her entry into his apartment is filled with Carroll-esque imagery: tiny doors, strange corridors, peepholes. Lionel is both the mad hatter with his wild masks and the caterpillar, hooked up to a breathing machine. It's a tantalizing performance, done mainly with the eyes and the voice, as Downey can show little more. He choreographs his movements carefully, each gesture part of a greater outline of seduction. Once Diane has tasted his tea, Lionel will show her an underground society that she had not been privy to prior. She begins by standing outside, looking in through binoculars and spyholes. Just like the future lovers peering at one another through the window, there are many shots in Fur of people peeping in at someone, small cracks in a wall or openings in a door serving as stand-ins for Arbus' camera eye.

Unfortunately, it's when Diane steps through, when she stops looking and becomes a part of the action, that Fur loses its way a little. Without giving too much away, the society Lionel ushers Diane into is one for people that might be unkindly called "freaks"--giants, dominatrixes, little people, transvestites, and folks that Lionel met while spending time in a carnival sideshow. Nicole Kidman does what she does best, letting her emotions smolder under the surface and then bubble out in convulsions of pain and delight. Diane's wide-eyed acceptance of this new element is fascinating, as it does anticipate her photography work, where she accepted all manner of grotesqueries and presented them as normal, even beautiful. The way Shainberg lines up images that are evocative of her real photos is a bit too convenient, however. Movies like to make us think that the final product has a clean path from inspiration to completion, and that's just not true. Here the director predicts what Diane will find on her travels, the images she will capture in a photograph, something she cannot anticipate the way say Frida Kahlo could see an image and turn it into a painting. So, Shainberg can't get away with these flashpoints the way Julie Taymor could in Frida.

A similar problem comes in Diane's slide into her relationship with Lionel. It comes too easily, and her family gets short shrift. Her husband and two daughters only stand back and watch, avoiding any emotional confrontation, which allows Diane to make her choice without really having to face the gravity of her actions. She never even acknowledges the pathetic steps Allan takes to be attractive to her again. It's a wonderful character moment, and Burrell plays it like Allan is fully aware of how sad it is. He wears the action like a badge of humiliation.

This simplicity also makes the love affair seem far too cliché, when the rest of the movie has worked so hard to build an environment that wasn't. Then again, I suppose that could be the point, that what is uncommon is actually relatively common. That's one of the feelings you could take away from a Diane Arbus photograph, so it might be fitting that it's also the intention of a fictional movie about her life. Even with that in mind, though, Fur: An Imaginary Portrait of Diane Arbus loses some of the wind in its sails as it goes, and when it finally comes to rest, it's with a slow glide when it should be a fully unfurled revelation.

Jamie S. Rich is a novelist and comic book writer. He is best known for his collaborations with Joelle Jones, including the hardboiled crime comic book You Have Killed Me, the challenging romance 12 Reasons Why I Love Her, and the 2007 prose novel Have You Seen the Horizon Lately?, for which Jones did the cover. All three were published by Oni Press. His most recent projects include the futuristic romance A Boy and a Girl with Natalie Nourigat; Archer Coe and the Thousand Natural Shocks, a loopy crime tale drawn by Dan Christensen; and the horror miniseries Madame Frankenstein, a collaboration with Megan Levens. Follow Rich's blog at Confessions123.com.