REVIEW BY Willard Manus

THE SEA IS WATCHING comes with a pedigree attached. The notable Japanese filmmaker Akim Kurosawa wrote the screenplay in 1994, adapting it from the novel The Smell of an Unknown Flower Before the Dew Dries by Syugoro Yamamoto. But Kurosawa could not get backing for the project and the script remained unproduced at the time of his death in 1998. Kurosawa's son Hisao then sought out veteran director Kei Kumai to refashion the script and reduce its budget, no easy task with a story set in the past (the Edo period, Tokyo circa 1868).

Kumai is known as a socially conscious director (Sandakan 8, The Sea and the Poison), but is also respected for his ability to capture the feelings of women on film. These gifts have served him well on THE SEA IS WATCHING, which deals with the enslaved prostitutes in a brothel in the small town of Okabasho, on the eastern edge of Tokyo bay. Kumai portrays them sympathetically and turns what could have been a sordid saga into a tragic and touching love story.

O-Shin (Nagiko Tohno) is the youngest, most innocent girl in the brothel, a delicate beauty who yearns for love and escape. Her older and more cynical sister Kikuno (Misa Shimizu) thinks she's naive and foolish, yet wishes she could find a way to help her flee the trap they're in. Hope presents itself in the person of Ryosuke (Masatoshi Nagase, star of Jim Jarmusch's Mystery Train), a samurai who takes refuge in the brothel and is smitten by her.

Nature eventually helps by providing a hurricane which gives the couple the diversion to make their get-away. But Ryosuke fails O-Shin at a climactic moment in an act that reveals just how deep-rooted and hidebound male attitudes toward women were in 19th century Japan.

THE SEA IS WATCHING is a mite too controlled and careful to be a great film--weaknesses that Kurosawa might have avoided-- but it does offer a provocative insight into Japan's complex, contradictory and oft-puzzling society.