Martin Scorsese's loose remake of J. Lee Thompson's 1962 thriller is an exercise in audience manipulation, with every frame designed to stagger the senses. During quiet scenes, the camera is in constant, unsettling motion. During big scenes, shock cuts to weird, menacing angles and reality-bending, high-tech optics accompany dark images of eroticism and violence. In a telling twist on the original film, Nick Nolte plays lawyer Sam Bowden as a mean-spirited womanizer who has cheated on his burnt-out, embittered wife Leigh, played by Jessica Lange. (In the 1962 version, the Bowdens were morally pristine, impossibly upright citizens.) Leigh broods at home, venting her bile on teenage daughter Dani (Juliette Lewis), who stumbles through the film pathetically shell-shocked and alone. One of Sam's past professional betrayals comes home to roost. As a public defender, he railroaded client Max Cady (Robert DeNiro) into a 14-year prison sentence for sexual assault by burying a court report attesting to his victim's promiscuity. Now Cady is out and hungry for revenge, having spent his sentence remaking himself into a wily lawyer and con-man psychologist. Cady's plan is to destroy Max's career and family from within. He poisons the family dog, beats up and mutilates Bowden's employee Lori (Illeana Douglas), and comes close to twisting Dani's adolescent frustrations into sympathy with his cause, successfully goading Sam into violence. There are no heroes in CAPE FEAR, only victims and their tormentors. De Niro rolls through the film like a demented descendant of Popeye the Sailor, his sinewy body awash with jailhouse tattoos (giving Mitchum the film's best line: "I don't know whether to look at him or read him"). Nolte winces, cowers and sweats; even normal activities like brushing his teeth are filmed in extreme close-ups that make him look subhuman. Lange looks pinched and drawn throughout, with the 17-year-old Lewis giving the movie's most impressive performance. Scorsese's contempt for his characters extends to his handling of the scenario, credited to Wesley Strick (TRUE BELIEVER). The death of the Bowden's dog is treated with more genuine gravity than the notably gruesome crime against Lori. Though Scorsese throws in the occasional touch of humor, CAPE FEAR remains an overblown assault on the senses that leaves the viewer feeling physically--and morally--drained.