Year: 1989
Director: Steven Soderbergh
Writer: Steven Soderbergh
Starring: James Spader, Andie MacDowell, Peter Gallagher, Laura San Giacomo


Sex, Lies, and Videotape was among the first films made with Hollywood gloss to openly address society’s endemic sexual shame. Beautifully written by Soderbergh, it accurately depicts the complex mechanics of sexual shame and is particularly notable for its exploration of the deeply taboo subject of female masturbation. The core of the film is a quadrangular relationship between John Millaney (Peter Gallagher), his wife Ann (Andie MacDowell), John’s long-time-no-see friend Graham Dalton (James Spader), and Ann’s freewheeling sister Cynthia Bishop (Laura San Giacomo). The Millaneys maintain an outward façade of living the American dream: he’s a successful lawyer on the brink of a partnership while she’s the trophy wife who does as she pleases.

However, the psychologically frail Ann has problems. The film opens with her relating the latest in a long line of phobias to her therapist. The therapist dismisses this and asks about matters with John: “They’re fine; they’re fine—except I’m going through this thing where I don’t want him to touch me.” A strange definition of fine, but Ann’s physical unease with John portends something distinctly awry: he bumps a client in order to visit Cynthia. While John and Cynthia disappear into the bedroom, Ann admits to her therapist that she’s “never really been that much into sex.”

Sex, Lies, and Videotape

Cynthia, by contrast, is a highly sexual woman aroused by violating society’s sexual covenants: not only does she sleep with her sister’s husband but she wants to do it in her sister’s bed. Echoing Edgar’s bedding of Stella Raphael in the conjugal bed in Asylum, this deeply illicit act rewards the transgressing lovers with an extra frisson of sexual excitement. Hence its appeal to John, but the risk deters him—for now at least. Ann attributes the decline of her physical relationship with John to her not initiating sex: “It just doesn’t occur to me and, well, the few times I have felt like it, I was by myself.” The therapist questions Ann’s attitude to masturbation. She hides her shame behind a laugh then blushes and confesses that she tried it but found it “stupid.” Unlike her sister, Ann is entirely acquiescent to the prevailing covenants. These outwardly simple but inwardly complex strokes reveal that Ann is significantly ashamed of sex, a shame she manages through avoidance and denial.

This triangular arrangement, with Cynthia satisfying John’s sexual urges while Ann avoids her fears of the same, is interrupted by the return of Graham, once John’s best friend but now somewhat “lost”—John’s word—and seemingly on the trail of a former lover called Elizabeth. Like Ann, the highly sensitive Graham is crippled by sexual shame but, unlike her, he is conscious of his inadequacies. While Ann regards her dysfunctional sexuality as “fine,” Graham—like Bud in The Brown Bunny—can’t interact with a woman without sex entering the equation. The combination of Graham’s inadequacies, and his awareness of those inadequacies, has channelled his sexual expression along a very particular line.

Graham arrives at the Millaney’s house while John is at work. Although dressed conservatively, Ann—signalling her lack of sexual interest in Graham—pulls down the hem of her dress before sitting as far as possible from him. Both are signs of her acquiescence to society’s covenants around monogamy. Graham crashes through this barrier by steering the conversation into deceptively deep water: “Have you ever been on television?” Ann feels flattered, as she—and the audience—entirely mistake Graham’s meaning. Ann’s sessions with a therapist who is more interested in grooming his own fingernails than her fear of masturbation haven’t prepared her for Graham’s openness, sensitivity and perception.

Sex, Lies, and Videotape

Ann warms to the bashful, wounded Graham—a far cry from her brash and insensitive husband—and helps him find an apartment. But other kettles are coming to the boil. Knowing that Ann will be apartment hunting with Graham, John arranges for Cynthia to call at his house and their transgressive sex in Ann’s marriage bed takes place. Fatefully, Cynthia removes her earrings and misplaces one.

While John explores the recesses of Cynthia’s physical body, Graham does the same with Ann’s emotions, luring her into an intimate exchange: Graham is the repressed returning into Ann’s life. Her defences are in turmoil but, sensing the sexual undercurrent of his questioning, she tries to secure her boundaries by stating that sex is overrated. Her pathetic attempt to justify this trails off into a lame “I’m getting confused” that plays straight into Graham’s hands. He confesses that he is unable to get an erection in the presence of a woman. Although disconcerting, this revelation lulls Ann into thinking that Graham has no sexual interest in her. Instead of deflecting the conversation away from sex, Ann now discusses it with a new level of ease. Throughout Sexcatraz we have seen characters react negatively to violations of their sexual boundaries. Like Sarah Morton in Swimming Pool, Ann overcomes her initial shame-based discomfort to reject both fight and flight as responses. Instead she chooses acceptance.

The sense of optimism arising from this breakthrough doesn’t last long. Cynthia gets a whiff of Graham—and of Ann’s fondness for him—and badgers her sister into revealing his whereabouts. Cynthia gets a kick not just from sleeping with the men in Ann’s life but from shoving her sister’s shame back in her face: “Even if I decide to fuck his brains out, what business is that of yours?” Ann has no answer.

Sex, Lies, and Videotape

The preliminaries over, Soderbergh starts pulling back the covers. Graham watches a grainy homemade video in his apartment. “What is the most unusual location you have ever masturbated in?” he asks a woman onscreen. Given his inability for healthy sexual expression, this is how Graham gets off: filming women talking about their sex lives and pleasuring themselves. While Ann sublimates her repressed sexuality into a phobia about uncollected garbage, Graham’s shame has warped his own sexuality into an obsession with video questionnaires about female masturbation. His relationship to the videos is multi-faceted. What appears to be a perverted, voyeuristic hobby is actually a push-pull cycle of unmet desires and unheeded messages. Making and watching the videos helps Graham expel some of the pent-up energy that—because of his shame-based erectile dysfunction—he is unable to release through physical sex. But the more he engages with the videos, the further he sinks into disgust, shame and self-loathing. The videos both lessen and worsen Graham’s sexual cravings, but—like Shame’s Brandon Sullivan in his excoriating quest for sexual abandonment—no amount of 8mm videotape can ever heal the underlying emotional wound.

Ann’s arrival interrupts Graham’s screening. She discovers his box of videotapes, each one mysteriously labelled with a woman’s name. The ambient temperature drops to zero as Ann warily inquires about their contents. Graham tells her, partly because he’s beyond caring and partly because he wants to tape Ann. Realising at last the true nature of his interest in her, Ann flees. While she was able to handle the awkwardness of Graham’s confession of his sexual inadequacy, this is a more significant violation of her boundaries. Ann can’t contain her disgust at his obsession with the masturbation she finds so repellent; she signals her rejection of Graham by revealing his whereabouts to Cynthia.

In the film’s most enjoyable scene, Cynthia descends on Graham’s apartment in a come-and-fuck-me outfit of silver jacket, black mini-skirt, cowboy boots and a German Army tank top. Contrary to Ann, Cynthia is fascinated by the tapes. There’s a gloriously lascivious curl to Laura San Giacomo’s Southern twang as Cynthia interrogates Graham about the parameters of his documentary filmmaking.

Sex, Lies, and Videotape

In no time she’s installed on the couch with the camera rolling. She curls up like the proverbial cat that got the cream and recalls her formative sexual experiences with a relish that would appal her sister. “Should I take my skirt off?” she inquires after a while. “You’re not wearing any underwear,” Graham observes in an almost neutral tone. Cynthia leaves Graham’s apartment hugely aroused and immediately phones John. He reschedules the client he had earlier bumped and heads over to Cynthia’s where she rides him into the sexual sunset before dismissing him with a curt “You can go now.”

Continuing the sexual power struggle between the sisters, Cynthia tells Ann that she made a tape, but taunts her by being coy about its contents. Ann’s indignation reflects her internalisation of society’s covenants: “You let a total stranger record your sexual life on videotape but you won’t tell your own sister?” “Apparently” is Cynthia’s beautifully caustic reply. Ann’s masturbation phobia resurfaces: “Did anybody touch anybody?” “Well, yes,” purrs Cynthia. Ann is deeply shocked, before confessing in a little voice that she “couldn’t even do that in front of John.” Cynthia understands Ann’s hang-ups better than Ann does herself: “You couldn’t even do it, period.” The repressed bangs ever more loudly on the door of Ann’s awareness but—for now—her ingrained defences hold. One more knock should do it.

Ann later confronts John over whether he’s having an affair with Cynthia. John lies—he’s a lawyer, and a good one. He bluffs Ann into believing her suspicions are just the latest of her on-going phobias. To distract herself from the necessary internal housekeeping, Ann engages in a cleaning frenzy and finds Cynthia’s wayward earring. It’s Andie MacDowell’s finest moment in Sex, Lies, and Videotape. She stares at the glistening pearl for a long, silent moment—greatly aided by the lack of a background score—before emitting a strangled gasp. This is the same delayed reaction to betrayal Ed Sumner displayed in Unfaithful, except that MacDowell carries it off with aplomb. This is the moment of self-awareness: the moment when Ann catches sight of her own life from a different camera angle. It’s an absolutely crucial, inescapable step towards escaping from Sexcatraz.

Then it’s down to business. Ann strips off her dowdy blouse and storms over to Graham’s apartment, intent on masturbating for his camera, just to prove Cynthia wrong. For the first time in her life she sees into the abyss of sexual shame: “My life is shit, just shit. Nothing’s what I thought it was.” Graham shows his sensitivity by trying to dissuade Ann from making a tape, but she only has to force the issue once for him to relent; Graham’s demons still have their own raging hard-ons. Unlike the prim Ann who sat with her legs closed on first meeting Graham, she now sits with legs askew, her crotch open to his probing camera.

Sex, Lies, and Videotape

Ann’s new reality—her newfound willingness to engage with her own repressed feelings—is perfectly mirrored by her changed posture; her body language signals her breaching of society’s sexual covenants. Whether it was Soderbergh’s direction or MacDowell’s acting choice, it’s a fabulous moment of deeply perceptive filmmaking. “Are you comfortable there?” Graham enquires. “Yeah, I’m comfortable,” she replies in a quivering voice that conveys both the fear of what she’s about to do and her determination to do it. This is the emotional courage, the self-responsibility that accepting and releasing our repressed emotions requires. The camera rolls…

Ann returns to the Millaney house later that night and tells John she wants a divorce. When he asks why, the newly liberated Ann replies in a manner inconceivable earlier in the film: “Fuck you.” When he learns that Ann went to see Graham—with all it implies—John drives over to Graham’s apartment, punches him and locks him out of the house before watching Ann’s videotape. What he expects to see is a tape of his wife masturbating for a stranger, something she has never even done for him: a different Ann. What John sees on the tape is indeed different. Ann is stripped bare now, willing to discuss anything, no matter how raw. She’s not sure if she’s ever had an orgasm. She hates it when she thinks about men the same way Cynthia does—shame and sibling rivalry have driven Ann to reject the entire sexual aspect of her personality.

But part way through the interview Ann turns the camera onto Graham, questioning him about events from the demise of his relationship with Elizabeth nine years earlier to the present day. Ann suddenly becomes the repressed not so much returning as bulldozing its way into Graham’s life. Graham, muttering something about “closure,” doesn’t even know why he returned. Ann’s barrage is relentless, breaking through the carefully constructed screen of lies that Graham uses to keep the world—and his own repressed feelings—at bay. Alienated from both himself and others, like Bud in The Brown Bunny, Graham can’t explain why he is who he is: “Am I supposed to recount all the points in my life leading up to this moment and just hope that it’s coherent, that it makes some sort of sense to you? It doesn’t make any sense to me.” Graham has become a voyeur whose only sexual relationship is with a camera and a box of videotapes, each with a woman’s name, and he has no idea how he got there. This is how Sexcatraz twists highly sensitive people to the brink of self-destruction—and sometimes beyond.

Graham, still unwilling to accept his repressed feelings, switches from distraction to denial: “Do I have a problem? You know, I look around me in this town and I see John, and Cynthia, and you, and I… I feel comparatively healthy.” But Ann has come too far to fall for this. “You’ve got a problem,” she utters in a voice barely above a whisper, eyes wide open, seeing clearly at last. And Graham holds her gaze, his own inner sight opening for the first time: “You’re right. I’ve got a lot of problems.” Ann tells Graham that everyone in his circle becomes part of his problems. Graham is stunned by this revelation: “I’ve spent nine years structuring my life so this didn’t happen.” In The Conformist Marcello Clerici avoids his own repressed sexuality in a desperate attempt to convince the world—including him self—that he’s just a normal, run-of-the-mill fascist thug. It doesn’t work for Marcello and it hasn’t worked for Graham. Wordlessly, he stares out the window at the soft-focus background, seeing only the devastation he has wrought on other people’s lives in a vain effort to avoid the emotional pit inside him.

Sex, Lies, and Videotape

Equally wordlessly, Ann puts down the camera, moves behind Graham and caresses his shoulder, nurturing him with the healing power of physical, sexually imbued touch. James Spader, sublime as Graham throughout Sex, Lies, and Videotape, closes his eyes and shudders. For anyone who has experienced the hell of sexual alienation it’s a dizzying, heart-wrenching moment.

The tape cuts to static and we’re back with John, who watched the whole thing on video in Graham’s apartment. But all this self-appraisal hasn’t penetrated John’s thick skin. As he leaves he can’t resist twisting the knife: “I fucked Elizabeth before you broke up with her.” John seeks to humiliate Graham by revealing this violation of his one-time friend’s sexual access rights. John thinks he’s delivered the coup de grace but he’s way off the mark. Focused on Ann’s insights, Graham goes inside and smashes his collection of videotapes. Uncoiled tape, plastic fragments and girls’ names on thin cardboard inserts litter the floor. The camera follows. Graham hurls them all into the street. The moment is reminiscent of Brandon destroying his porn stash and his laptop in Shame, but there’s a crucial difference: Graham has accepted responsibility for his own feelings and the actions that stem from them; along with the self-awareness that Ann brought him to, it’s the second key step on the path to emotional liberation. Like Sarah baring her breasts at the gardener in Swimming Pool, there’s no going back for Graham.

Neither is there for John. His constant rescheduling loses his firm a significant client and sees him summoned before a senior partner. He began the film with a career, a wife and a mistress; he ends it with nothing. The film closes with Graham and Ann on the stoop of Graham’s apartment. Having accepted their repressed feelings and reconnected with the simple delight of human physicality, they’re like children alive to the promise of rain.

At the start of Sex, Lies, and Videotape John and Cynthia are the strong characters. By the film’s end that has been reversed; Cynthia treads water while John’s entire life unravels. Conversely, first Ann and then Graham find the courage to accept their own repressed sexuality with its deeply painful emotions, through self-awareness, self-responsibility and non-judgment. This process is so fundamental to escaping from Sexcatraz that it’s worth examining again. Another film that explores the return of the repressed—particularly in relation to sexual access rights—is Mexican writer/director Alfonso Cuarón’s 2001 road trip Y Tu Mamá Tambíen, which translates, for reasons that will become clear, as ‘and your mother too’.


Start: Sexcatraz Pt. 1 – Welcome to Sexcatraz
Previous: Sexcatraz Pt. 41 – Escape from Sexcatraz
Next: Sexcatraz Pt. 43 – Y Tu Mamá Tambíen


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