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What Lies Beneath

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What Lies Beneath
Theatrical release poster
Directed byRobert Zemeckis
Screenplay byClark Gregg
Story bySarah Kernochan
Clark Gregg
Produced bySteve Starkey
Robert Zemeckis
Jack Rapke
CinematographyDon Burgess
Edited byArthur Schmidt
Music byAlan Silvestri
Distributed byDreamWorks Pictures (North America)
20th Century Fox (International)
Release date
  • July 21, 2000 (2000-07-21)
Running time
130 minutes
CountryUnited States
Budget$100 million[1]
Box office$291.4 million[1]

What Lies Beneath is a 2000 American supernatural horror film directed by Robert Zemeckis from a screenplay written by Clark Gregg, based on a story by Sarah Kernochan and Gregg. It stars Harrison Ford and Michelle Pfeiffer, with Diana Scarwid, Joe Morton, James Remar and Miranda Otto appearing in supporting roles. It was the first film released by Zemeckis' production company, ImageMovers. The original film score was composed by Alan Silvestri.

What Lies Beneath was theatrically released on July 21, 2000, by DreamWorks Pictures in the United States and 20th Century Fox in international markets. While it received generally mixed reviews from critics, who praised Pfeiffer's performance while criticizing the screenplay, the film was a box-office success, grossing $291.4 million worldwide against a production budget of $100 million, becoming the tenth highest-grossing film of the year.

What Lies Beneath was nominated for the Saturn Award for Best Horror Film at the 27th Saturn Awards, in addition to nominations for Zemeckis and Pfeiffer for Best Director and Best Actress, respectively. At the 7th Blockbuster Entertainment Awards, Ford and Pfeiffer won Favorite Actor – Suspense and Favorite Actress – Suspense, and Scarwid was nominated for Favorite Supporting Actress – Suspense.



Claire Spencer and her husband Norman, accomplished scientist and professor, live a quiet life at their lakeside home in Vermont. Their relationship is strained, especially after Claire's daughter Caitlin leaves for college.

Claire notices their new neighbors, Mary and Warren Feur, have a volatile relationship and, after Mary is unseen for several days, suspects Warren may have killed her.

Claire believes she sees a woman's body in the lake, and senses a presence in the house. A framed article about Norman falls off his desk and shatters, leading Claire to discover of an odd key. She finds her bathtub mysteriously filled, and sees another woman's reflection in the water. Claire and her friend Jody hold a séance. She finds the bathtub filled again, a message "You know" on the fogged mirror, while her computer inexplicably types the initials "MEF".

Convinced she is haunted by Mary's ghost, Claire confronts Warren, but finds out that Mary went to her mother's after a fight with him. On the back of Norman's article, Claire finds a story about a missing woman named Madison Elizabeth Frank — "MEF".

Claire visits Madison's mother and visits her house, where she steals a lock of Madison's hair and notices a photo of Madison with an unusual necklace.

Following a ritual from a book, Claire attempts to conjure Madison. Seemingly possessed by her spirit, Claire aggressively seduces Norman, shocking him by speaking as Madison until she drops the lock of hair, which ends the possession. Claire recalls a repressed memory about Norman's affair with a student, Madison, which happened during a rough patch in their marriage. Claire leaves to spend the night with Jody, who reveals that a year earlier, she saw Norman arguing with a woman at a café in Adamant, a nearby town.

Returning home, Claire finds Norman unconscious in the tub, which he assures her was an accident. He tells her that an unstable Madison confronted him at home when he ended their affair, but denies killing her. Standing on the dock with Madison's hair, Claire is pulled into the lake by an unseen force and sees jewelry box matching Madison's necklace. Norman pulls her to safety and they burn the lock of hair.

Claire's suspicions return when Norman claims not to know the café in Adamant, where she sees the same necklace and jewelry box at a nearby shop. Recovering the box from the lake and unlocking it with the key from Norman's office, she finds Madison's necklace inside. She confronts Norman, who says that he came home to find Madison had killed herself; in desperation, he pushed her car into the lake with her body inside. Norman agrees to confess and call the police, but instead distracts and paralyzes Claire with halothane. He admits to murdering Madison when she threatened to expose their affair to the dean.

Norman places Claire in the bathtub, filling it with water to stage her suicide. As he removes Madison's necklace from Claire's neck, her face contorts into Madison's corpse. A startled Norman hits his head on the sink and knocks himself unconscious. As the drug wears off, Claire barely escapes drowning. She flees in Norman's truck, but he climbs on and attacks her. The truck crashes into the lake, dislodging Madison's body from the car. As Norman tries to drown Claire, Madison grabs him. Claire escapes as Norman drowns and Madison's ghost drifts away. Later that winter, Claire places a rose on Madison's grave.


  • Harrison Ford as Dr. Norman Spencer, a successful college professor and scientist, Claire's second husband.
  • Michelle Pfeiffer as Claire Spencer, Norman's wife.
  • Diana Scarwid as Jody, a mystic and Claire's best friend.
  • Joe Morton as Dr. Drayton, a therapist whom Claire visits upon Norman's urging.
  • James Remar as Warren Feur, Norman and Claire's neighbor and Mary's husband.
  • Miranda Otto as Mary Feur, Norman and Claire's neighbor and Warren's wife.
  • Wendy Crewson as Elena
  • Ray Baker as Dr. Stan Powell, Norman's friend and colleague.
  • Micole Mercurio as Mrs. Frank, Madison Elizabeth's mother
  • Amber Valletta as Madison Elizabeth Frank, a murdered young woman with whom Norman has had an affair.
  • Katharine Towne as Caitlin Spencer, Claire's daughter and Norman's stepdaughter.
  • Sloane Shelton as Mrs. Templeton, Dean's mother.



Documentary filmmaker Sarah Kernochan had adapted a personal experience with the paranormal as a script treatment featuring a retirement aged couple dealing with restless but compassionate spirits. DreamWorks commissioned a rewrite from actor-writer Clark Gregg. This script was delivered in 1998 by Steven Spielberg to his director friend Robert Zemeckis,[2] who had signed a deal for DreamWorks to distribute the films of newly founded production company ImageMovers, and announced interest in doing a thriller film.[3] Harrison Ford then signed on to star in the film, even agreeing to clear room in his schedule for the project.[4] Michelle Pfeiffer then followed as DreamWorks started to negotiate with 20th Century Fox regarding the film's distribution.[5] Ford and Pfeiffer were Zemeckis' first and only choices for the lead roles.[3] Fox agreed to distribute both What Lies Beneath and Zemeckis' other project Cast Away, with the thriller having DreamWorks doing the domestic distribution and Fox the international one.[6]

What Lies Beneath was filmed while production of Cast Away took a hiatus to allow Tom Hanks to lose weight and grow a beard.[7] As Gregg had to remain with production for rewrites, he had to decline an offer to read for a major role in Sports Night; Aaron Sorkin later created a minor role in the final episodes of the series for Gregg.[8]



Box office


What Lies Beneath opened in 2,813 theaters in North America and grossed $29,702,959 for an average of $10,559 per theater. It reached the number one spot at the box office upon opening, beating X-Men.[9] The film ended up earning $155,464,351 domestically and $135,956,000 internationally for a total of $291,420,351 worldwide, close to triple its production budget of $100 million.[1]

Critical response


On Rotten Tomatoes, the film holds an approval rating of 47% based on 126 reviews, with an average rating of 5.50/10. The site's critics consensus reads: "Robert Zemeckis is unable to salvage an uncompelling and unoriginal film."[10] Metacritic assigned the film a weighted average score of 51 out of 100, based on 35 critics, indicating "mixed or average reviews".[11] Audiences polled by CinemaScore gave the film an average grade of "B+" on an A+ to F scale.[12]

The New York Times wrote that "at the start, [Zemeckis] zaps us with quick, glib scares, just to show he still knows how, but his heart isn't in this kind of material anymore. His reflexes are a little slow."[13] The Los Angeles Times called it "spooky with a polished kind of creepiness added in... What Lies Beneath nevertheless feels more planned than passionate, scary at points but unconvincing overall."[14] Time Out thought that "after a slow build that at times makes every hair stand on end – Zemeckis rolls out every thriller cliché there is. A pity, because until then it's a smart, realistically staged, adult-oriented and extraordinarily effective domestic chiller."[15] Empire wrote "The biggest surprise is, perhaps, that what emerges is no masterpiece, but a semi-sophisticated shocker, playfully homaging Hitchcock like a mechanical masterclass in doing 'genre'. The first hour is great fun... It's an enjoyably giddy ride, certainly, but once you're back from the edge of your seat, you realise most of the creaks and groans are from the decomposing script."[16]

Writing for the Chicago Sun-Times, Roger Ebert gave the film two stars out of four. He praised Michelle Pfeiffer's performance, calling her "convincing and sympathetic", but commented, "Lacking a smarter screenplay, it milks the genuine skills of its actors and director for more than it deserves, and then runs off the rails in an ending more laughable than scary. Along the way, yes, there are some good moments."[17][18] He also stated that he felt the problem with Zemeckis' desire to direct a Hitchcockian film (What Lies Beneath contains several musical, visual and plot references to Psycho and Vertigo, among other Hitchcock films) was Zemeckis' decision to involve the supernatural, a device Ebert felt Alfred Hitchcock never would have done.[17]


Award Category Subject Result
ASCAP Award Top Box Office Films Alan Silvestri Won
Blockbuster Entertainment Awards[19] Favorite Actor - Suspense Harrison Ford Won
Favorite Actress - Suspense Michelle Pfeiffer Won
Favorite Supporting Actress - Suspense Diana Scarwid Nominated
Golden Trailer Award Best Horror/Thriller Nominated
Nastro d'Argento Silver Ribbon for Best Male Dubbing Michele Gammino Won
Saturn Award[19] Best Horror Film Jack Rapke Nominated
Steve Starkey Nominated
Robert Zemeckis Nominated
Best Director Nominated
Best Actress Michelle Pfeiffer Nominated



The film was unofficially remade in India as Raaz and released in 2002.[20]

See also



  1. ^ a b c "What Lies Beneath (2000) - Box Office Mojo". Box Office Mojo. Archived from the original on March 5, 2012. Retrieved October 31, 2022.
  2. ^ Sloane, Judy. "Starburst magazine issue 268, What Lies Beneath director interview". www.visimag.com. Archived from the original on 2017-12-15. Retrieved 2014-09-29.
  3. ^ a b "What Lies Beneath (2000) – Production Notes" (Press release). 20th Century Fox. 2000. Archived from the original on 2014-09-03. Retrieved 2014-09-29.
  4. ^ "'Beneath' pairs Ford, Zemeckis; D'Onofrio nabs 'Abbie'". Variety. June 4, 1998. Archived from the original on May 17, 2024. Retrieved December 9, 2017.
  5. ^ Fleming, Michael (October 16, 1998). "Pfeiffer joins Ford in 'What'". Variety. Archived from the original on May 17, 2024. Retrieved December 9, 2017.
  6. ^ Petrikin, Chris (October 14, 1998). "Pairing for Zemeckis". Variety. Archived from the original on May 17, 2024. Retrieved December 9, 2017.
  7. ^ Kehr, Dave (December 17, 2000). "'Cast Away' Director Defies Categorizing". The New York Times. p. 15.
  8. ^ Adams, Erik (September 13, 2011). "Clark Gregg". The A.V. Club. The Onion. Archived from the original on May 17, 2024. Retrieved October 31, 2022.
  9. ^ Harrigan, Tom (July 26, 2000). "'What Lies Beneath' opens in top spot; 'X-men' drops to second". The News & Observer. Associated Press. p. 49. Archived from the original on September 21, 2022. Retrieved September 21, 2022 – via Newspapers.com. Open access icon
  10. ^ "What Lies Beneath". Rotten Tomatoes. Fandango Media]. Archived from the original on May 17, 2024. Retrieved April 5, 2019.
  11. ^ "What Lies Beneath reviews". Metacritic. CBS Interactive. Archived from the original on May 17, 2024. Retrieved December 26, 2009.
  12. ^ "CinemaScore". cinemascore.com. Archived from the original on 2019-12-14. Retrieved 2017-10-16.
  13. ^ Mitchell, Elvis (July 21, 2000). "'What Lies Beneath': If Only Her Husband Hadn't Made That Horrible Mistake". The New York Times. Archived from the original on May 17, 2024. Retrieved February 23, 2017.
  14. ^ Turan, Kenneth (July 21, 2000). "What Lies Beneath – MOVIE REVIEW". Los Angeles Times. Archived from the original on July 27, 2010. Retrieved July 27, 2010.
  15. ^ "What Lies Beneath Review – Film". Time Out. Archived from the original on 2024-05-17. Retrieved 2022-10-31.
  16. ^ "Review of What Lies Beneath". Empire. Archived from the original on 2024-05-17. Retrieved 2022-10-31.
  17. ^ a b Ebert, Roger (July 21, 2000). "What Lies Beneath :: rogerebert.com :: Reviews". Chicago Sun-Times. Archived from the original on November 11, 2021. Retrieved December 25, 2021.
  18. ^ Ebert, Roger (July 21, 2000). "What Lies Beneath". RogerEbert.com. Archived from the original on November 11, 2021. Retrieved April 15, 2022.
  19. ^ a b "What Lies Beneath (2000) – Awards". IMDb. Archived from the original on May 17, 2024. Retrieved December 26, 2009.
  20. ^ "7 Bollywood Remakes That Are Better Than The Original Movie". Collider. 7 April 2022. Archived from the original on 17 May 2024. Retrieved 7 April 2022.