by MATTHEW HAYS

Filmmaker Alan Rudolph's penchant for strange characters is in full view in The Secret Lives of Dentists. Campbell Scott and Hope Davis, as the dentist husband and wife whose marriage may or may not be crumbling, are close cousins to the intimacy-challenged folk who populate earlier Rudolph fare like Choose Me or Afterglow.

Rudolph opens in the sterile environment of Scott's office, where he's prying into the mouth of a patient. It's an odd world, that of the dentist, and Rudolph points that out. Dentists spend a lot of time peering into people's mouths, creating a strange sense of intimacy.

Despite what was once clearly a great and intimate marriage, Scott senses that he and Davis have drifted apart. She seems awfully distant, and one night Scott witnesses something that indicates she's being unfaithful. This sends him into a paranoid spiral, with visions of her mounting other men and engaging in kinky threesomes. How much of this is imagined - how much of her coolness is merely the banality she suffers at their married-with-children routine?

Rudolph introduces the idea of Scott's very own id, here played by Denis Leary (perhaps the ultimate onscreen id). Introduced to us as a patient disgruntled after his filling falls out, Leary, the opposite of Scott's cool repressed self, fills the dentist with advice about what nasty things to say to the adulterous wife. The film rumbles along, an ominous sense of marital doom hanging over the entire affair. The building tension culminates in the entire family's getting sick with the flu (yes, there are lots of shots of kids puking).

Rudolph builds a great tension in The Secret Lives of Dentists, and Scott's performance as a dentist losing it is something to behold. But ultimately, Rudolph builds up to something and then doesn't seem to know precisely where to take it to conclusion. Sadly, his latest feels like a dental appointment that goes on too long.

The Secret Lives of Dentists opens Friday, Nov. 28

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