'What Lies Beneath'
The Ringer's Bill Simmons, Chris Ryan, and Mallory Rubin sail up to Vermont for a sleepy weekend at the Spencer residence to rewatch the 2000 horror mystery 'What Lies Beneath' starring Harrison Ford and Michelle Pfeiffer.

Cast
Harrison Ford as Dr. Norman Spencer
Michelle Pfeiffer as Claire Spencer
Miranda Otto as Mary Feur
James Remar as Warren Feur
Diana Scarwid as Jody
Joe Morton as Dr. Drayton (therapist)
Amber Valletta as Madison Elizabeth Frank
Wendy Crewson as Elena
Directed by: Robert Zemeckis
Written by: Clark Gregg, Sarah Kernochan
Music by: Alan Silvestri
Notes
- $100 million budget, made $291 million worldwide. 10th biggest film of 2000.
- Zemeckis made this movie during the long break in Castaway production while Tom Hanks lost weight and grew a beard. Used the same crew for both films.
- Written by Clark Gregg (Agent Coulson in the MCU), based on an original story by Sarah Kernochan that was inspired by a real paranormal experience she had. Gregg also wrote Choke (2008) and Trust Me.
- The house was built from scratch on the banks of Lake Champlain in Addison, Vermont – a 3,500 square foot Nantucket-style house that was torn down after filming.
- They built five different bathrooms for the extensive bathroom filming sequences – arguably the most bathroom filming in any movie.
- Michelle Pfeiffer had a fear of water and spent up to 5 hours at a time lying in the bathtub for various scenes.
- Harrison Ford was 57 when he filmed this. He turned down 'The Perfect Storm' to do 'What Lies Beneath'.
- Bill's high school friend Scott Carino is the dead first husband in the photos – he was an extra who had appeared on Melrose Place and Beverly Hills, 90210.
- The movie is full of Hitchcock homages: the neighbor-spying plot is Rear Window, the Claire/Madison ghost lookalike is Vertigo, and Alan Silvestri's score is a homage to Bernard Herrmann.
- This was the last really big movie in both Ford's and Pfeiffer's extended primes. After this they both moved into different phases of their careers.
- Zemeckis moves into sole possession of 4th place in the director standings with 'Back to the Future' 1 and 2, 'Forrest Gump', 'Cast Away', Flight, and this.
- Craig watched it fresh with Liz and her two brothers – none of them knew the Harrison Ford twist was coming.
Categories
Quote from Rog's review:
“It milks the genuine skills of its actor and director for more than it deserves.”
- The ending was 'more laughable than scary' and Ebert used the phrase 'morass of absurdity.'
- 49% on Rotten Tomatoes. Not exactly critically adored, but has become a better hang over the years.
- Bill's winner: Possessed Claire – 'All caps yes, this is my most rewatchable scene, no question. Pfeiffer just breaking it out.' The red apple bite, the red dress, sitting on the step with the candle and opening her legs – Harrison Ford's expression is 'absolutely fucking priceless.'
- The dinner double date scene – great crosstalk where Stan subtly gives away the movie. Craig's pick: 'You're really straining to listen to both conversations at once.'
- Other nominees: the Ouija board scene ('Has there ever been a bad Ouija board scene? Ever.'), Claire screaming at James Remar at the party (good red herring payoff), possessed Claire jumping into the lake, the drowning/car crash ending with the waterlogged ghost corpse saving the day.
- CR's counterpoint on the ending: didn't love seeing the ghost in full physical form pulling Harrison Ford down – 'Just play by the same rules for the entire movie.'
- Bill: Slow modem speeds, not having a cell phone camera as proof for your suspicions, having to drive a distance to get a cell phone signal.
- CR: Hitting redial to a landline to see if somebody called before – a very year-2000 detective technique.
- Mallory: Physical photo albums and keeping newspaper clippings – 'You're not going to sit down and spookily discover something in your hands in your basement' in the modern era.
- CR: Zemeckis constantly subtly moving the camera so it feels like you're watching Michelle Pfeiffer from a ghost's POV. 'You can always see the camera just kind of slowly following her, but then going back, and it just feels like something is always watching her.'
- Mallory: The Chekhov's gun elements – the paralyzing agent from the lab, the mystery key, the newspaper clipping from the DuPont Chair night, no cell service until the middle of the bridge, the boat, being hooked to the bed of the truck. 'We're telling you this because it is going to prove vital in the final stretch.'
- Bill: Famous movie stars in a well-done movie. Vermont as a scary movie location. Any super attractive actress playing the cello. Dangerous bath scenes.
- Mallory: The trailer basically completely gives away the movie – spoils evil Harrison Ford, the affair, who Madison is, and even Claire's possession. Zemeckis defended it: 'I want people to enjoy the movie. The more they know what's coming, the less they're worrying about what's coming.'
- CR: The movie is too unerotic to be considered an erotic thriller. 'Every time I start this movie, I'm like, this is a really horny movie, and it's just not.'
- Mallory: The idea that it is rare for a student to find Norman Spencer (played by Harrison Ford) attractive. 'In Indiana Jones, undergrads are lowering their eyelids so he can see I-love-you written across them.'
- Bill: Not recognizing immediately when your wife is possessed – unless Norman was kind of into it.
- Bill: This is an even better 'don't have an affair, it could ruin your life' movie than 'Fatal Attraction'. In 'Fatal Attraction', Glenn Close dies, everyone thinks it was her fault, and he's back to his dream house. Norman puts all this time in, kind of gets away with it, and then the one thing he didn't count on – the ghost – ends up with him drowning in the lake.
- Mallory: If you're going to kill me, don't do it in the same way you killed your mistress who you cheated on me with. 'It's just insulting. It's like a double whammy.'
- CR: Jody (Diana Scarwid) – she could have been witchier. Her admission that she's known about Norman's affair for a year is 'fucking terrible, not ride-or-die behavior.' Would have loved a suggestion that she had something for Norman. Laura San Giacomo or Linda Fiorentino in that role would have added a different dimension.
- Bill: 'Who the fuck is cheating on Michelle Pfeiffer? Come on.'
- Mallory: The empty nester identity crisis portrayal – 'not the most delicate portrait in the script.'
- Zemeckis wanted Ford and Pfeiffer specifically – no real casting what-ifs for the leads. 'One of the first times in the history of this category' they have nothing.
- Harrison Ford turned down 'The Perfect Storm' for this, making it a casting what-if for that movie instead. Bill: 'I think that Boston accent would have fucking twisted him around.'
- Winner: James Remar as Warren Feur. Bill lives in the same neighborhood as Remar and has walked by him at least 20 times. 'I think he's the number one that-guy I would be really worried about the approach.'
- Mallory: Madison/ghost lady (Amber Valletta).
- Also discussed: Joe Morton (the therapist, 'Joe Mooney from Terminator 2, like an ultimate that-guy performance'), Wendy Crewson ('the Good Son mom'), Diana Scarwid ('from my favorite movie Inside Moves').
- Mallory picked Madison/ghost lady – she haunts the entire movie while barely appearing on screen.
- No formal heat-check discussion, but the possessed Claire sequence functions as Pfeiffer's heat check – proving she could have done 'Basic Instinct'. 'She had the side she never really showed.'
- Director recasts: Brian De Palma ('would be fucking great, more 'Snake Eyes'-ish'), David Fincher ('Panic Room is slightly his version of this'), and Adrian Lyne ('supernatural horny, but probably need worse actors').
- With Adrian Lyne directing: Richard Gere as Norman. 'Gere would be a fucking great Norman.'
- CR suggested Laura San Giacomo as Jody (the friend). CR also floated Luke Wilson as Norman – 'He wouldn't have had that confidence of top-five Hall of Fame all-time hottest dudes.'
- Bill: 'A shockingly dismal amount of research on this movie. It made almost $300 million.'
- Michelle Pfeiffer's fear of water – she had to lie in a bathtub for up to 5 hours at a time. 'How warm would it have to be? Would they have to keep making it hotter? Your skin wrinkles.'
- Five different bathrooms were built for the film's extensive bathroom sequences.
- The house was built from scratch in Addison, Vermont, and torn down after filming.
- Ford: No. Pfeiffer: No. Remar: No. Ghost movies: No. Haunted house movies: No. Zemeckis: No.
- Cinematic Vermont: 'It could be. It's pretty good.' Bill adds Grown Ups 2 as a contender.
- Waterlogged corpse coming back to life: The Shining's bathtub scene is 'like a one versus sixteen seed' against this.
- A rare split. Bill had Hanks because Zemeckis is 'a Hanks stalwart.' CR argued it's a tie: Cruise just did 'Eyes Wide Shut' ('that guy is a fucked-up husband'), while Hanks as Norman would play against everything we think about him.
- Craig said tie, but CR convinced the room: Cruise coming off 'Eyes Wide Shut' wouldn't be counter-programming his image the way Ford and Hanks would. 'Cruise out-crazies Pfeiffer' in the possessed scene.
- CR: 'Cruise demands to do his own stunt from under the tarp of the boat.' Bill: 'He would have the water ski or something.'
Spielberg. 'Spielberg passed on it.' CR: 'There is a 'Cape Fear' version of this movie that Scorsese does, but it's probably Spielberg.'
- Norman dumps all the evidence right over the dock in front of his own house. Bill: 'He has a boat! He could have just taken a ferry to Fort Ticonderoga.'
- Madison's ghost keeps typing MEF over and over on the computer instead of just writing 'Madison' or 'He did it.' Mallory: 'Put in a little more work here, Madison.'
- The foot physics in the bathtub escape – pulling the cord, lifting the shower head, turning the hot water knob while paralyzed. Mallory: 'Nothing we're doing with the foot would work. She should have drowned.'
- No fenced yard separation between the Spencers and the Feurs – Claire is peeking through the fence and standing on rocks when she could just walk around.
- Where is Caitlin? She goes to college and never checks in on her parents during weeks of her mother losing her mind.
- Where is Cooper the dog during the last 40 minutes of the movie?
- Could work – you'd need the affair flashbacks and more Norman backstory. Bill: 'A good prestige TV show.'
- Craig's modern recast: Matt Damon and Anne Hathaway. 'The B movie with the A listers doesn't happen anymore.'
- CR: Would either be a Christopher Nolan-level $300 million production or an A24 movie that's 'much more dark and upsetting and serious.'
- Why did Madison's ghost wait one year to start haunting Claire and Norman? Mallory's theory: she waited until Caitlin left for college – 'No innocent bystanders.'
- What if Norman had just been like 'Sounds great, let's go to Adamant' when Claire wanted to investigate? CR: 'He would have been fine. She's never letting it go, but he buys more time.'
- Is Claire's supernatural experience all a side effect of Jody's mushroom tea ('Kambuka') from the beginning of the movie?
- What if the Spencers had renovated with just a stall shower instead of a bathtub? How does Madison haunt them without the tub?
- Claire: number one movie character widow catch of all time? She gets the house, she still looks great, she's vindicated in the community, no further questions from law enforcement.
- Bill: The Scott Carino photos. 'Give them to Jeff Gallo for Christmas.'
- CR: The boat outfit – Harrison Ford's dad hat and Barbour jacket. 'The vibes he is throwing off on the boat.'
- Also mentioned: Good jeans (Bill, 'in the era of Sydney Sweeney, you're going good jeans – interesting').
- If you're going to go through all this hullabaloo to kill your mistress, figure out a better place to dump all her stuff. The necklace and jewelry box can't be in front of your dock.
- Norman: bad husband, bad murderer. He uses the paralyzing agent from his own workplace that could be traced back to him, and he tries to kill Claire in the exact same way he killed Madison.
- Bill: 'Panic Room' – 'stuck in the house' vibes. Also suggested Fabulous Baker Boys as a Pfeiffer bookend.
- Mallory: Ford-as-the-bad-guy movies – pair with The Mosquito Coast, or pair with 'The Fugitive' or Presumed Innocent for the 'is he guilty?' discovery journey.
Michelle Pfeiffer, unanimously. Bill: 'Definitely Pfeiffer.' Mallory: 'No question.' CR agreed.
- Craig watched it fresh with Liz and her two brothers with no spoilers. Truly didn't know the Harrison Ford twist was coming – 'It was a real I-don't-know-what's-going-to-happen-next.'
- Enjoyed it – rock solid, lots of red herrings to discuss. 'We just talked about it for half an hour being like, so wait, why did he try to kill himself in the tub?'
- Doesn't love the ending: the ghost reanimation in the water drops it from an 8 to a 7. 'Reanimating her in the water was unnecessary. They could have ended it at the house.'
- Doesn't like seeing evil Harrison Ford: 'That's my friend. I hate this.' Proposed new category: 'Not Like This' for when your favorite actor plays the villain.