Some films dare you to like them. Others still dare you to hate them. One of the problems with "Dream With the Fishes" is that it can't decide where it wants you to sit.

On one hand, the independently made drama contains many repellent elements (including voyeurism and drug use) that make it a hard sell for any audience. And on the other, the tone of the film continually brightens as it goes, though it eventually bogs down in sappy sentiment.

That being said, it's still an example of original filmmaking, and even if it's not very consistent, the film does feature some startling performances from its stars, especially David Arquette, who seems to be making a career out of playing oddballs.

Arquette plays Terry, a depressed voyeur who's ready to commit suicide (by jumping from a bridge). But he's talked out of it by Nick (Brad Hunt), a seedy-looking heroin addict who persuades him to trade his wristwatch for some sleeping pills (they turn out to be multivitamins).

Embarrassed and angry, Terry confronts him, only to find out that Nick has an unspecified terminal illness. The desperate dying man then actually persuades him to bankroll his lifelong fantasies during a road trip — and in exchange, Nick will kill Terry after the trip if he still wants to die.

Along the way, Nick introduces Terry to the "joys" of nude bowling (with a pair of prostitutes), shares hallucinogenics with him, visits his Aunt Elise (Cathy Moriarty), a former exotic dancer, and heads home to confront his estranged parents (J.E. Freeman and Allyce Beasley) — as well as incurring the wrath of his tattoo artist girlfriend. Liz (Kathryn Erbe) has been worried sick about him.

Despite the dark nature of its subject matter and humor, the film does manage to score some points in its diatribes about enjoying life. There are also some surprising revelations about the real nature of Terry's relationship with Nick and Liz, as well as his relationship with his late wife.

First-time director Finn Taylor (who wrote the screenplays for "Pontiac Moon" and "Thief of Santa Monica") also uses a lot of grainy looking shots (designed by director of photography Barry Stone) that give the film a stark, realistic feeling despite the fantastic nature of the story.

As mentioned, Arquette does a good job making his pathetic, loathsome character almost appealing, as does Hunt, who alternates between sanity and loopiness. Both Erbe and Moriarty are strong female presences.

"Dream With the Fishes" is rated R for considerable profanity, violence, nudity (including both male and female full frontal shots), sex, a few vulgar moments and references and drug use.