I know that "character-based thriller" sounds like kind of a contradiction in terms, but it's not such a bad idea at all. On the surface there is a mystery, there are some red herrings here and there, and there are a few situations where people seem to threaten violence, but there is no actual violence at all and the resolution of the mystery is not really even part of the film's primary appeal.

"So it's a thriller that isn't thrilling? That must suck."

Amazingly not. The main characters are written well, as human beings rather than archetypes, and they are acted by the kind of performers adroit at unaffected realism. There are no gun-waving bad-asses and there's very little wild posturing. There's no role for Samuel L. Jackson or Christopher Walken. Gil Bellows and Jennifer Westfeldt are the leads, and they both do an excellent job at being "just folks" from the suburban middle class. Westfeldt is engaging in all her scenes, and should be a bigger star than she is.

The two characters just happen to run into one another one day at Louisville Downs, and something motivates them to stay in touch even though they are both deeply involved with others. Westfeldt plays a hard-working sales rep who turns down a marriage proposal on DiamondVision at the track. As she races from the arena in mortification, the object of curiosity from everyone at the track who had just been booing her image on the giant screen, she is almost hit by a car. Bellows comes to the rescue. He plays a gentle, good-hearted local radio personality.

The actual mystery takes place in Bellows's life. He gets a mysterious letter, which includes a cryptic message and a hotel room key. It smells of his wife's perfume, so he buys some flowers and heads to the motel. His wife is there all right, but ... um ... she wasn't expecting him. The erotic tease of the film centers on the fact that the cheating wife's lover is another woman, and the two women eventually invite him into a threesome! The mystery of the film centers around the identity and motivation of the author of the cryptic note. Did the wife send it, wanting to be caught? If not, who else knows about the wife and her trysts? The humanity of the film centers around the two separate storylines about the main characters' love relationships. The film follows the progress of Westfeldt's relationship with the man whose proposal she refused, as well as Bellows's relationship with his unfaithful wife. Westfeldt and Bellows help one another out, and trust one another's advice, because neither has any self-interest in the other's life, so their advice can be trusted to be objective.

There are several more cryptic notes to Bellows, but I never really cared much about who was sending them to Bellows or why. The element of the film that held my attention was the development of the male/female friendship between the two main characters, and that was strengthened by the fact that they are both nice people who seem to deserve better hands than life is dealing them. The audience is encouraged to wonder if they might eventually come together as lovers.

Keep Your Distance has some problems. The plot is both cliché-ridden and uninspired, and three full minutes of running time are devoted to a lame full-length song performed by a lame band. Not only that, but I think the writer/director author did so much tinkering and so many rewrites that he got a bit confused on some of his red herrings, and had to cobble solutions from footage which was shot for other purposes. (Watch the film, then watch the deleted footage, and you'll see that the jilted would-be fiancé calls someone a "bitch" and inexplicably hits a random car - a real "what the ... ?" moment which happens because the footage was actually created to apply to a completely different woman, one who was driving that car!) The auteur filmed many, many different endings to the film, providing many different resolutions to some sub-plots, and all versions are on the DVD, so I guess I can't really spoil anything for you. No matter which scenario you envision as you watch it, it's probably in one of those endings!