note : some may consider portions of the following text to be spoilers . 
be forewarned . 
it's rather easy to start tuning out after about twenty minutes of finn taylor's first feature film , dream with the fishes , when the plodding , tedious opening sequence finally pays off with a potentially provocative setup . 
any hopeful expectations , however , are soon vanquished as the film settles upon being an uninvolving mismatched-buddy movie which is rarely as funny as it aspires to be nor nearly as affecting as it eventually strives to be in the film's latter half . 
the film's central characters are terry ( david arquette ) , a depressed , lonely voyeur who claims to be despondent since the death of his wife in an automobile accident , and nick ( brad hunt ) , a carefree young street tough later revealed to be terminally ill . 
nick lives in the apartment building across from terry , who spies on the trysts between nick and girlfriend liz ( kathryn erbe ) with his trusty set of binoculars , but the two young men first formally meet at the bay bridge where a half-drunk terry precariously teeters upon the edge , unconvincingly vowing suicide . 
nick casually asks for terry's wristwatch , and eventually cons terry into a trade - the watch for a bottle of pills . 
of course , terry finds that the pills do not end up having the presumed lethal effects , and he angrily sets out to find nick in order to retrieve his watch . 
learning of nick's condition ( he only has a handful of weeks left ) , terry's compassion kicks in , and the two eventually come to a distinctly peculiar arrangement - terry will agree to bankroll the dying nick's lifelong fantasies , and nick will fulfill terry's death wish by killing him . 
this is a promising premise , and mr . taylor's film could have gone any number of ambitious ways from this point , but he instead chooses to capitalise upon the obvious inversion of the characters ( terry is a repessed , mournful character who wants to die , while nick is a free spirit with a joie de vivre who is dying but wants to live ) and takes the easy route out by turning dream with the fishes into a typical lark where the two characters engage in a series of generally dull exploits , and where the straight-laced character learns to enjoy and ppreciate life when hooked up with a quirky character . 
this is by-the-numbers plotting , buddy movie/road movie redux . 
however , dream with the fishes is most hampered not by its uninspired storyline , but by the characters which carry the story - it helps in such a film to have at least one of the protagonists be at least somewhat empathetic , if not likeable . 
unfortunately , that is not the case here , where both of the film's leading characters are thorougly uninteresting and annoying , giving the audience very little to sympathise with their respective plights , and even less reason to want to follow their onscreen exploits . 
far from a romp , this fatal flaw makes dream with fishes more like a chore to endure than a playful jaunt , and undermines the attempts at emotional resonance in the latter stages of the film as the two men begin to bond . 
mr . taylor's dialogue sporadically falls flat in dream with the fishes - while attempting to capture a quirky and clever tone , it too often comes across instead as hopelessly contrived ( witness such lines as " you should have asked something more interesting , like 'do you enjoy the pain ? ' 
- see , that's provocative , leaves room for further questions . " ) 
the film enjoys a few inspired moments - the urn scene , a session of nude bowling , the policeman joining in on terry and nick's acid trip - but unfortunatetely these instances are few and far between , and for the most part the humour in dream with the fishes registers more as attempts rather than actual successes . 
this occurs particularly often during the film's opening sequence - as terry is wrestling the bedridden nick for his watch in the hospital , i'm realising that this is * intended * to be funny , although nary a smile crept upon my lips - which is probably due to the obvious fact that it's painfully clear to the audience from the outset that terry is going to be thwarted in his initial suicide attempts , sapping any element of surprise or amusement from nick's scheme of tricking him ; this is not a film which has the wherewithal to kill off its leading star in the opening ten minutes . 
the entire sequence is , then , clearly an exercise for character exposition , with attempts at humour terribly diminished by utter predictability . 
among the cast , coming off best is david arquette , the current master in the portrayal of meek , squirming , stammering fresh-faced characters - he would have been terrific as the lead for george huang's swimming with sharks - who gets to apply his adeptness for timidity as terry . 
mr . taylor ambitiously employs an interesting visual technique , where the portions of the film set in an urban environment have been processed to appear extremely grainy and heavily saturated , as opposed to a bright , crisp look for the smalltown scenes . 
the charge of dream with the fishes's protagonists being wholly unempathetic is a bit of an odd one coming from me ; i seem to have a predilection for films with unlikeable characters , and indeed , in many cases have i been in the minority , supporting films which have been condemned as interminable due to the difficult , audience-unfriendly nature of their characters . 
for dream with the fishes , though , i did find myself on the flip side of coin , often hoping that the film would quickly conclude , and that the nick character would just hurry up and die .