Watch Caroline at Midnight For Free

Very very predictable, including the post credit scene !!!

People are voting emotionally.

It's entirely possible that sending the audience out feeling lousy was intentional

This story has more twists and turns than a second-rate soap opera.

Phil Gallo (Judd Nelson) and Donovan are corrupt cops. Internal affairs caught them on tape with the help of reporter Jack Lynch. Phil commits suicide before giving up his secret partner Ray (Tim Daly). Caroline calls Jack to meet at midnight but he finds her grave instead. She had supposedly died in a car accident. Jack investigates and begins an affair with her friend Victoria Dillon (Mia Sara) who turns out to be Ray's wife.This is a hard-boiled erotic mess. The story is convoluted done in a messy way. The actors try but the writing is weak. Clayton Rohner is not really leading man material. There are no worthy characters although Mia Sara shows off the goods if that appeals to you. It stops being watchable by the midway point if not sooner. This is a badly-written cheap crime drama.

There aren't more than two dozen good filmes noires that have ever been made in color. This is one of them. The bad guys are BAD. There are no good women. The cops are hard to tell from the crooks, if there's really any difference except the regular paycheck and pension. Everybody in this does a good job, and the leads (who aren't necessarily those you'd think could) handle the material well, even when all they do are reaction shots (viz: some of V. Madsen's scenes). There's one more thing: the sound track. A film noir needs the right one, and this film has it. The long,bluesy tune played in the office sex scene is a classic. It's the kind of film that, later in their careers, some of these folks in it are going to look back and say "Damn, that was GOOD!". But one question: how does IMDb give this film five stars when no rater gave it less than 7 and a few gave it ten?

Enjoyable who-done-it with a good, crime drama script that keeps you guessing how this one is going to turn out, and who the real bad guys are. It was obviously shot in L.A., and the director gives it a nice film noir look. The acting is pretty good. In most of these thrillers you can maybe two recognizable actors, but I counted at least ten familiar faces here. Virgina Madsen looks especially cool playing a slinky drug dealer with black hair. It has a good soundtrack with a kind of bluesy opening written and performed by Mark Snow from X-Files that I downloaded as a ring tone for my cell. I don't think it is out on DVD yet, which is too bad. It is much better than the junk sitting on the shelves at Blockbuster.

A real gem among lower budget films, this extremely well written and stylishly directed entry features excellent performances by many familiar faces who portray the good, evil, and mysterious characters who inhabit the story. Tim Daly shines as a corrupt cop with a twisted sense of humor, Virginia Madsen dominates her scenes as a crime kingpin, and Mia Sara amply displays some great moments... as well as her great body... as the sexy seductress. Along the way, you'll see Judd Nelson, Xander Berkeley ("Leaving Las Vegas"), Paul Le Mat ("American Graffiti"), Zach Galligan ("Gremlins"), and Thomas Wilson ("Back To The Future"). Top it all off with dynamic film score by Mark Snow ("The X-Files"), and you're in for some real entertainment.