At the start of the film, we meet Terry (David Arquette), a young man in his 20's who is a very lonely person, and spends his time acting as a peeping tom towards the people that live in the building beside his. One night during an attempted suicide, he meets Nick (Brad Hunt), one of his spying subjects, whom has a fatal disease and is going to die in a few weeks. It seems Terry is depressed because of the death of his wife in a car accident. Since one wants to die, and the other is definately going to, they form a sort of dysfunctional bond with each other, and proceed to live out some of their fantasies, such as nude bowling and taking acid. When they travel to Nick's hometown, they are greeted unfavorably by his father (J.E. Freeman), who wants nothing to do with him. Instead, they end up staying at the home of his Aunt Elise (Cathy Moriarty), an understanding former stripper. Soon, Nick's live-in girlfriend, Liz (Kathryn Erbe), who Terry secretly fantasizes about, catches up with them.

By the sound of, "Dream With the Fishes," it may seem like a film that might have very little story, and one that might meander, but that isn't the case at all, primarily due to Finn Taylor's smart, offbeat screenplay. But then again, this isn't really a "plot"-style film as much as it is a "character" film, and that is one of the great joys in watching it. The characters are all fascinating people, and it is fun to follow them through the film to see what happens next, which is mostly because of the fact that it is completely unpredictable. The most interesting character is Liz, who is obsessed with tatoos and on the surface is quite hard-edged, but slowly begins to hint that that might just be a facade to hide under. After all, she does very much care for Nick, and is sympathetic towards Terry's problems. Kathryn Erbe plays her wonderfully, and she is a talented actress who has been very good before in other films, particularly 1993's sweet slice-of-life, "Rich in Love." Also standing out is Cathy Moriarty, who almost always brings something special to every role she plays.

Aside from the performances and characters, another plus is the exuberant soundtrack, which includes an especially appropriate song, "Fisherman's Blues," by The Waterboys.

With "Dream With the Fishes," Finn Taylor has proven himself to be an original director that is definately someone to look for in the future. He has a way with words, characters, and what is most surprising is how touching much of the film is without ever taking the easy route, and going for obviousness or predictable, maudlin melodrama.