THE SEA IS WATCHING — *** — Misa Shimizu, Nagiko Tono, Masatoshi Nagase, Hidetaka Yoshioka, Eiji Okuda, Renji Ishibashi; in Japanese, with English subtitles; rated R (sex, violence, brief nudity, mild profanity); see "Playing at local movie theaters" for theater listings.

"The Sea is Watching" contains several elements and themes that are prevalent in the films of Akira Kurosawa, such as the inclusion of samurai warriors and a rather sympathetic eye for characters who might best be described as societal unfortunates.

That's not altogether surprising, since this drama was based on one of the last remaining unproduced scripts by the late Japanese filmmaker. And the director, veteran Kei Kumai, does attempt to replicate Kurosawa's trademark visual style — which at times comes off as stagy.

And while this material isn't necessarily up to the standards of Kurosawa's best work, it does warrant at least a look. Especially for fans, since the movie does fit in spirit and tone of his humanist dramas "Dodes 'Ka-Den" and "Madadayo."

This somewhat metaphorical film is set in the 19th century and revolves around a handful of prostitutes working in a brothel. Kikuno (Misa Shimizu) is the oldest and most hardened, while the less-experienced O-Shin (Nagiko Tono) is the heart of the group.

She also has the unfortunate tendency of wearing her heart of her sleeve and has fallen for more than one of her clients. The latest of these is Fusanosuke (Hidetaka Yoshioka), a disgraced samurai who comes to the brothel seeking shelter.

The kind-hearted O-Shin harbors him for a while and begins believing that, once things have blown over, Fusanosuke will make her his bride. In fact, her fellow prostitutes even agree to take over her clientele while she waits for the samurai to return.

That's just the set-up for this sometimes episodic drama, which has its ups and downs. And ultimately, Kikuno emerges as the main character, one who is extremely sympathetic and who begs for more screen time.

A large portion of that is due to Shimizu's sly performance. Which is not to say that Tono's naive O-Shin is unsympathetic — just that her character isn't quite as compelling.

Kumai's direction is a bit slack, though. And he has the tendency to make the drama almost too melodramatic (the score doesn't help) and to downplay moments of needed humor.

"The Sea is Watching" is rated R for simulated sex and other sexual contact, violence (a knife fight, as well as some violence against women), brief female and partial male nudity, and scattered use of mild profanity. Running time: 119 minutes.