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Alice makes Bill feel jealous with her story of lust for a naval officer. Bill can't help but continually imagine some strange, uniformed man doing the dirty to his wife, and so seems intent on doing something to get back at her. To make things just that little bit more unbearable, almost everyone Bill encounters appears to be with a loving partner or just having wild sex (or something like it). Given how each of Bill's numerous encounters stop short of being fulfilled (he's almost always interrupted), it's as if the film is reinforcing the old adage from the Lord's prayer upon the audience; "lead us not into temptation," because temptation could potentially destroy you. It's worth noting that neither Bill nor Alice actually does anything unlawful. They instead experience jealousy and betrayal over fantasies that "might" have happened.

What's unusual is just how much money Bill has with him during his unforgettable night, especially since he's initially just going out to console someone related to one of his patients. That his wallet must have an unlimited amount of cash adds to the dreamlike quality, but it's astonishing to see him spend over $300 in the space of about 4-5 hours.

Cruise is in almost every scene and given his popularity, regardless of whomever he plays, Tom Cruise will always be Tom Cruise. It's unfortunate that his character Bill is charming, successful and married to someone that looks like Nicole Kidman, because it just feels too much like he's playing himself. Kidman, on the other hand, is completely off kilter, slurring her speech when high or drunk; you almost want to smack the words out of her. Also, there's little evidence as to why Bill and Alice married each other in the first place.

The film is practically a blueprint for building up curiosity. When Bill meets Nick (Todd Field) during his night out, a long-time friend who is now a pianist, Nick reveals details about a party where he'll be playing later that night. It's a party with special requirements, causing Bill to go out of his way to hire a costume, and take a taxi to a mysterious location. The high point is when Bill arrives at his destination, and you can't help it, you want to know what the hell he's letting himself in for. So much so that the build up is more exciting than the outcome itself. This occurs only at the halfway point of the film, and with all the craziness that's taken place, who knows where it's heading! Later Kubrick makes a simple exchange of receiving an envelope an incredibly frightening encounter. Gyorgy Ligeti's recurring moody piano piece, Musica Ricercata II (which also plays during this scene), is insanely numbing and effectively unsettling.

Kubrick struggled with the ratings system and was contracted with Warner to deliver an R-rated film - something he found difficult to achieve due to an orgy sequence, lasting just over a minute. While editing, Kubrick watched Fatal Attraction and Showgirls in an effort to find out what gets the MPAA so worked up. He eventually called Paul Verhoeven for advice, who responded by sending him both the director's cut and theatrical versions of Basic Instinct! It's believed that it was Kubrick (not Warner) who came up with the placement of computer-generated objects and characters covering up the more intense ‘action' during the sequence.

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