James Toback is a filmmaker whose work exists in a netherworld somewhere between high art and trashy exploitation. He is, if possible, a serious-minded, well-intentioned provocateur of sleaze. Time and again, the writer-director tries to tell stories of honesty but can never seem to keep himself out of the gutter. It's been said that earlier in life, Toback was a snake-in-the-grass pick-up artist with shameless dedication to his craft. Later in life, it seems that he turned to movies as a confessional of sorts, albeit on his own terms. Toback wants to explore human depths, yet he can't resist the temptation to pepper his explorations with some of his old dirty tricks.

Two Girls and a Guy is a film central to Toback's philosophy. It is a movie that attempts to probe the emotional hell of a deceitful womanizer who gets caught and must reconcile his despicable nature with his inner torment, yet resorts to some false moralizing and treacly melodrama along the way. There is certainly an honest movie to be made about the amoral ways of a narcissistic cad, and Two Girls and a Guy is about half of that movie; Toback wants to examine his characters under a harsh, uncompromising light, but he also wants to add shades of saucy entertainment.

Robert Downey Jr. plays Blake, the titular "guy," and Heather Graham and Natasha Gregson Wagner are Carla and Lou, his two "girls," who have both carried on a relationship with him under the presumption they were his one and only. The two women meet outside Blake's New York loft one fateful night, start discussing their beloved boyfriends, and soon discover the detail that is the film's reason for being: their "boyfriends" are... Blake. When the bastard -- a fledgling actor with mommy issues -- returns from his latest gig, the women confront him, setting up one of those only-in-a-movie nights of revelatory truth-telling.

In many ways, Two Girls and a Guy is like a filmed play; the three very insular characters roam about the film's one primary set, airing their grievances and learning surprising truths about themselves and each other. Blake is a total emotional con artist, to be sure, but he is lost in a haze of his own illusions. He really believes all his lies are true and seems almost unable to be totally on-the-level -- he is a smooth-talking actor who knows nothing other than getting himself into jams and talking his way out of them. The women treat him, in varying stages, with both pity and derision as they piece through the two courtships and come to terms with their own psycho-emotional turmoil.

The implications of the material are interesting, as are the characters, each flawlessly played by the three central actors. What's disconcerting is not the story, not the characters, not the stage-like setting, and not even the fully clothed, primarily off-screen sex scene that originally garnered the film an NC-17 rating -- it is Toback's penchant for light manipulation. It's true that certain cads dupe multiple women into loving them, and it's true that sometimes those women discover the seedy predicament. What's not necessarily true are tearful piano solos, heartfelt reconciliations, and the buried desire for a ménage á trois. Toback sets out on a mission of human examination, but occasionally breaks from his mission for some false, calculating dead ends that mar what is otherwise a small, interesting melodrama. These characters are capable of more than just the surface emotions, but too often Toback settles for just that -- probably because it seems much easier to depict people shouting, sobbing, and getting horny.

The Blu-ray disc includes both R-rated and NC-17 versions of the film, commentary from the cast andToback, and a new interview with Toback.