Hotshot Spanish director Alejandro Amenabar made his debut in 1996 with Tesis (Thesis), about a college student who learns more about snuff movies than she wanted to know: It won seven Goya Awards (the Spanish equivalent of the Oscar) and established him as a youthful talent to watch. His follow-up, 1997's Open Your Eyes, is a twisty-turny thriller that's something less than profound but more than mere pulp.

Accused murderer Cƒsar (Eduardo Noriega) languishes in a mental institution, where a psychiatrist (Chete Lera) attempts to persuade him to reveal the face he hides behind an eerie plastic mask. But Cƒsar insists that he's hideously deformed, no matter how many times he's assured that his good looks have been restored through plastic surgery. Cƒsar tells the story of how things came to this sorry pass...

On the eve of his 25th birthday, Cƒsar was living the lush life in Madrid. Granted, he was a baby-faced cad, priding himself on never sleeping with the same woman twice. But there were always new women, so it wasn't a problem. Until Nuria (Najwa Nimri): Brittle and bitter, Nuria resented being cast aside, and even made a bit of a scene at Cƒsar's birthday party. But that ugliness was forgotten when Cƒsar's best friend Pelayo (Fele Martinez) arrived with a pretty, vivacious girl named Sofia (the adorable Penelope Cruz, who recently played a supporting role in The Hi-Lo Country) on his arm. Cƒsar and Sofia hit it off, Pelayo went home in a snit and Nuria lurked, seething and plotting. The following morning, she cajoled Cƒsar into taking a drive in her little red sports car, then drove it right off an embankment. When Cƒsar awoke in the hospital, Nuria was dead and he looked like the elephant man.

It's what happened next that's the puzzle. It seems that after months of despair, Cƒsar was given a new lease on life by experimental plastic surgery; it made him handsome again and allowed him to renew his budding relationship with Sofia. But what are we to make of those troubling dreams: one of Madrid as a ghost city, another involving blurry corridors and a woman named Ellie? What about the bizarre reappearance of Nuria, the haunting sound of a disembodied woman's voice chanting 'open your eyes,' the disorienting moment in a club when everyone seemed to freeze in place? And who is that man (Gerard Barray) Cƒsar keeps seeing, a professorial type who first appears on TV talking about cryonics? There's obviously a major rubber-reality thing going on here; the trick lies in guessing where the dream/hallucination/fantasy begins and Cƒsar's real life begins, and who or what is behind the bizarre events that have his head in such a swirl.

What makes it all work is Amenabar's smoothly assured handling of the material, which is always in danger of becoming too silly to bother with; such skill is especially remarkable in light of the writer-director's youth--he's still in his mid-20s. About an hour into the film, Cƒsar's fortunes take a happy but profoundly unlikely turn: There's an awkward undercurrent to this pivotal scene, one that could be mistaken for slight clumsiness on the filmmakers' part but in fact subtly foreshadows revelations to come. You only know that in retrospect, of course, which is part of the trick. When it all becomes clear, you can only sit back and marvel at how snugly the pieces all fit together. The biggest thing wrong with Open Your Eyes isn't really wrong at all, but it's a problem nonetheless. It's that Amenabar's film is a genre picture in a foreign language, and in the U.S. there's little overlap between audiences who love horror/sci-fi/psychological thrillers that mess with your head, and audiences who consider subtitles an asset rather than a liability. And that's no doubt why a remake is currently in development for Tom Cruise.

--Maitland McDonagh