"Fear" starts off promisingly as an edgy portrait of a blended family. But it isn't long before the film reveals its true colors, as a teenage gender-bender "Fatal Attraction," taking its time to build to a violent finale that resonates both "Night of the Living Dead" and "The Last House on the Left."

Steve Walker (William Petersen) is a wealthy workaholic Seattle architect, Laura (Amy Brenneman) is his patient but weary wife and both are trying to make their second marriage work — but it ain't easy.

The film's focus is actually on Steve's blossoming but surly 16-year-old daughter Nicole (Reese Witherspoon), who hasn't forgiven him for divorcing her mother. (Later we find that Nicole lived with her mother for several years and has only been with Steve and his new family — which includes Laura's young son — for a year or so.)

As she heads out to school in the morning, Steve complains about Nicole's flimsy, revealing attire. Nicole snaps back at him, Laura glares at him and Dad looks perplexed. What's a father to do?

Later in the day, Laura skips a class, goes into a smoky local club with her best friend Margo (Alyssa Milano) — a sexually active, troubled classmate — and spies the older David (Mark Wahlberg) across the crowded room.

David's a smoothie, gently wooing her, asking to meet her family and worming his way into her affections. Sadly, Nicole is no rocket scientist, and she fails to notice the dope-dealing, women-abusing pals David is always hanging out with.

Apparently taking a cue from Margo, Nicole invites David into her bed after two dates, and the film is quite graphic as it exploits this young girl's first sexual experiences. (Hollywood's way of evading the question of whether a 16-year-old girl should really be having sex at all is to have David use a condom.)

Steve, however, immediately smells a rat . . . or is he just jealous because his daughter is starting to date?

Actually, Steve is older and probably remembers the TV sit-com "Leave It to Beaver," in which two-faced Eddie Haskell would sidle up to Beaver and Wally's Mom in the kitchen, tell her how lovely she looked — and then talk the boys into doing something really despicable, like raiding the cookie jar.

This being the '90s, however, David slices off the family dog's head and tosses it through the dog door into the kitchen.

Before that, Nicole finally tips to David's true self after he beats the tar out of a friend and then forces Margo to have sex. David, however, will not stay dumped and, ultimately, he gathers his drug-dealing buddie and trashes Nicole's house while terrorizing her family.

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Director James Foley (whose erratic filmography includes "Glengarry Glen Ross," "Two Bits," "Who's That Girl?" and "At Close Range" — as well as the upcoming adaptation of John Grisham's "The Chamber") does build some tension in places, but he seems incapable of sustaining suspended disbelief for any length of time.

Any way you slice it, this slick, flamboyantly ludicrous horror yarn is really little more than a showcase for failed movie stars (the intense Petersen, of "To Live and Die in L.A." and "Manhunter," and the once adorable Witherspoon, of "The Man in the Moon" and "A Far Off Place"), slumming TV stars (Milano, formerly of "Who's the Boss?" and "NYPD Blue's" Brenneman), and especially the once-was-a-rapper-now-I'm-an-actor Mark Wahlberg, late of Marky Mark and the Funky Bunch (no relation to the TV talk-show host of the same name).

Where do they go from here? Well, just about anything is up.

"Fear" is rated R for violence, graphic sex, profanity, vulgarity and drug abuse.

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