Just recently discovering this on dvd, I'm actually suprised I haven't heard much about it before. A modern film noir that's a very loose remake of "Out of the Past" with Robert Mitchum and Kirk Douglas. The film instead focuses on gorgeous, sunny locations like Mexico and the finer locations of L.A. instead of the dark and grungy look that most film noir's follow. Jeff Bridges stars as a pro L.A. football player that gets cut because of a mild injury. Upset because he has some good years left in him, he attempts to sue the team to no avail. Broke and looking for a job, a shady past friend played by James Woods shows up with a job offer: find his girlfriend who split on him and headed to Mexico. This girlfriend also happens to be the daughter of the woman who owns the L.A. pro football team, a ruthless business woman who is primarily interested in real estate and inherited the team from her late husband. When he decides he needs a vacation and the money, he takes Woods up on his offer. After a couple days of useless searching, he finally finds her...and immediately falls in love. The femme fatale is played by Rachel Ward, a hot commodity back then, coming off of The Thornbirds. A spoiled rich princess-type, she eventually succumbs to him and the following scenes are some of the most beautiful sequences put on film. The only commercial movie that has filmed scenes in the gorgeous ancient ruins of Chichen Itza and Tulum, these sequences make the film. The sex scene is one of the best I've seen, really putting a passion on the screen without becoming too...late night cinemax. Unfortunately, from here, the film plummets into a convuluted mess trying to deal with issues that seem out of place with the film: The L.A. business elite, gambling, real estate, etc. I think the film is definitely worth a watch for the first two-thirds alone. Also, dvd fans are encouraged to listen to the cast commentary. One of the better commentaries I've heard, there is a lot of great anecdotes from a rare track by Jeff Bridges and James Woods. The two leads really seem to come off as real friends joking and ribbing each other, unlike some of the stuffy professional actor commentaries that are usually the case.