Sleep Talking

'Sleep With Me' and Love in Generation X

by Imran Khan

8 March 2016

A small and quiet film, Sleep With Me speaks to a margin of people who understand the difficulties of redressing issues that have carried over from their younger lives.
cover art

Sleep With Me

Director: Rory Kelly
Cast: Meg Tilly, Eric Stoltz, Craig Sheffer

US DVD: 16 Feb 2016

One of the numerous Gen-X films to come out of the early ‘90s, Sleep With Me quietly appeared in 1994 before slipping back out into obscurity with nary a stir, remembered only perhaps for an amusing cameo courtesy of then-burgeoning filmmaker Quentin Tarantino. In retrospect, Sleep With Me dealt with a certain aspect of Gen-X life that covered issues existing outside of the college-age contingent; namely, that of the resigned and befuddled lives of 30-somethings who have officially crossed the threshold into adulthood.

While Singles and Reality Bites capitalized on the troubles facing youth in their 20s, Sleep With Me seemed to exist in a realm in which the sexual lives of 30-year-olds seemed cloistered in the act of keeping up appearances. It’s a small and quiet film, but speaks firmly and directly to a margin of people who understand the difficulties of redressing issues that have carried over from their younger lives.

Three friends, Sarah (Meg Tilly), Joseph (Eric Stoltz) and Frank (Craig Sheffer), are traveling a stretch of road together when Joseph decides to finally ask his girlfriend Sarah to marry him. She agrees, much to Frank’s silent chagrin, and a year later the two are married. Things get complicated when Frank starts hanging around the couple a little too much, disrupting their social gatherings and private lives with his awkward, and seemingly jealous, behavior.

As it turns out, Frank pines for Sarah and tells her so. Sarah would rather let the matter go, opting to write off Frank’s behavior as the follies of a juvenile man with an identity crisis. But Frank won’t let matters rest and, at an evening party, kisses Sarah in front of her husband Joseph (who is also Frank’s best friend). Tempers erupt and Frank is unceremoniously dismissed. Lines in the sand are now drawn and the friendship between the three is irrevocably altered. But Frank isn’t about to let Sarah go without a fight. When he and Sarah meet again, their act of infidelity throws everything out of orbit and the three friends are now faced with some hard-hitting and uncomfortable truths.

Sleep With Me employed six writers to give their accounts on the matters of love and, in the fabric of this tale, one can clearly see the numerous ideas running into one another. It’s a noble concept, but perhaps one that doesn’t always translate very well. The film presents the life of these three hapless friends through a series of vignettes that, at times, jar with another. We are treated to many scenes with the guys hanging out and playing poker which, while capitalizing on the tension between Joseph and Frank, often lag.

It is, in fact, the women of the picture who are infinitely more interesting. Tilly, an ethereal presence usually chosen for sensitively-fragile roles, plays somewhat against type here. As Sarah, Tilly projects a certain antagonism not present in many of her roles. It’s a remarkable turn and Tilly’s character becomes the emotional pivot on which the narrative is spun.

Joseph, Sarah and Frank make a game of testing and infiltrating private and personal space, cautiously stepping across the sexual boundaries of trust to achieve the things they desire. As long as Tilly is in frame, this interplay of personalities is a fascinating watch. When the men are left to their own devices, however, the film feels like a trying exercise in gender studies. Adding to the dynamics is Parker Posey, in one of her earlier roles, and Joey Lauren Adams. Known for their offbeat comedic abilities, both women offer yet another jolt of energy in a script laden with much talk. If the film became known for anything, it’s the minor but effective cameo by director Tarantino, who espouses the supposedly inherent homosexual themes present in Top Gun.

Olive Films offers a very nice transfer that captures the muted colors of early ‘90s LA life perfectly. This isn’t a film that is especially noteworthy in its cinematography, given that this is really a small indie picture focused on relationships, but it is pleasantly framed. The sound comes through clearly, which is a very good thing, especially since much of the film is conversation. You may notice the early ‘90s alternative rock blaring in the background during the party scenes—a requisite of every Gen-X film to come out of the early ‘90s. There are no extras featured on the release.

Sleep With Me would become Tilly’s feature film swan song for many years, as she transitioned into her second career as a full-time writer and novelist. While not always a compelling drama of crosswired communication, it does boast absorbing performances from the skilled female players who could probably school the lesser-versed actresses of today in the art of nuanced dialogue. If that’s not enough to impress you, you’ll at least have walked away with a pretty convincing argument on the sexual politics of everyone’s favorite Tom Cruise film.

Sleep With Me


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