Fraught with provocative underlying themes, sumptuous directorial style, and a superlative cast of top-shelf actors, "Chloe" is the type of motion picture where greatness seems to be just a few steps away. It ultimately does not achieve this, settling for merely good, instead. Still, the film is kept awfully intriguing for the duration, introducing some decidedly twisted turns within an otherwise disappointingly conventional thriller plot where a rebuffed man or woman not playing with a full deck of cards vows to destroy the life of the person who wronged them. The project, an Americanized reinvisioning of 2003's French-language "Nathalie," is molded into its own entity via Atom Egoyan's (1999's "Felicia's Journey") assured filmmaking prowess and Erin Cressida Wilson's (2006's "Fur: An Imaginary Portrait of Diane Arbus") undernourished but fascinating screenplay adaptation.

Set during a typically frosty, rainy winter in Toronto, Catherine (Julianne Moore) is a practicing gynecologist who, with the onset of middle age, has begun to self-consciously sense college professor husband David (Liam Neeson) slipping away from her. Her relationship with disrespectful teenage son Michael (Max Thieriot) having long since cooled even as he continues to confide in his father—a constant dagger in her side that makes her feel all the more like a failure—Catherine is at a crossroads in her life, sensing that something needs to give even as she's not fully prepared for change. Enter Chloe (Amanda Seyfried), an alluring young prostitute whom Catherine meets by chance and subsequently hires to test David's fidelity. What Chloe reports back devastates Catherine, then draws them deeper into correspondence with each other as the nature of their own relationship complicates, distorts, and threatens that of Catherine's whole family.

Beneath the surface, "Chloe" covers some thought-provoking topics without the need to overstate them. The hypocrisy of ageism in society is what prompts Catherine to go behind David's back to find out if he's faithful. As a handsome man nearing fifty, David is deemed more mature and attractive by others—including his students—while, as a woman, Catherine must obsess with every line on her face as her youthful feminine beauty fades. Indeed, Catherine doesn't have any hard proof, but her insecurity gets the best of her. When Chloe gets in on the act and reports back that an illustrious sexual relationship has begun between herself and David, it is still only this relative stranger's word that she can choose whether or not to believe in. Having already decided that her marriage will never have the passion it once did, Catherine buys into the claims. What she doesn't expect is to, in certain ways, be turned on by it. Does she show her own interest in Chloe as a second-party way of being closer to her husband, or are her desires those of someone who has been in denial of her sexuality all her life? Director Atom Egoyan succinctly keeps this open to interpretation while laying the otherwise enigmatic Chloe's feelings bare.

Amanda Seyfried (2010's "Dear John") is brave and borderline-brilliant as Chloe. The turner of the screws and the ultimate antagonist, Chloe nonetheless is only sparsely developed through a few segments of narration, as well as through her correspondences with Catherine and, later, Michael. Even when Chloe is all the more transforming into Glenn Close in "Fatal Attraction," Seyfried remains not only immensely watchable, but also believable and sympathetic. The viewer yearns to learn more about this fascinating person, who clearly doesn't think much of what Catherine is doing to her husband, but latches onto her all the same because she's the only woman who we sense has ever paid her any attention. That Chloe remains something of an abstract figure rather than a fully fleshed-out character is a frustration even as it adds to her allure. Still, more development would have risen the film's mounting thriller aspect above the usual plot devices.

As Catherine, Julianne Moore (2009's "A Single Man") continues a great run at playing pleasingly eclectic, complicated women onscreen. From the outside, Catherine's life looks marvelous—she's got a family, a lovely home, a successful practice—but underneath that is one tragedy after another. Untouched by David and unappreciated by Michael, she clings to and obsesses over all that is not right with herself, with her marriage, and with her parenting. She crosses ethical lines by seeking out Chloe from the get-go, but doesn't know how to cut ties with a business proposition she fools herself into thinking she's in control of. Moore, like Seyfried, goes to deep emotional and uninhibited physical places in her performance and never seems to make a false note. As David, Liam Neeson (2009's "Taken") is effective with less to do; much of his screen time relies on fabrications and imaginings of what he is doing rather than the reality. Still, he and Moore and terrific, their roles lived in and their late confrontation raw and real. Finally, Max Thieriot (2008's "Kit Kittredge: An American Girl") has the sullen teen act down to a science as Michael, but why he is so defensive and even verbally abusive toward mother Catherine is not adequately explained. When he opens up around Chloe—she seeks him out as a means of getting closer to the family and gifts him with a Raised by Swans album—different, gentler shades to his personality are revealed that suggest the true nature he hides from his mom.

"Chloe" leaves a lot to think about and deconstruct, even as one wishes there were more to its narrative. The "if-I-can't-have-her-no-one-can" thriller cliché is just that, and the climactic showdown is disappointing in its adherence to formula. With that said, the film is very well shot, cinematographer Paul Sarossy (2008's "Charlie Bartlett") moodily giving texture to its Toronto surroundings, and does at least propose to give additional subtext to the characters' wants, desires, and sometimes contradictory actions. As the final shot prior to the end credits infers, things are never strictly black and white. "Chloe" leaves you longing for more, yes, but that's better than the alternative—praying for less.