3 A.M.

I learned of "3 a.m." from the documentary "They'll Love Me When I'm Dead," during which it was revealed Orson Welles assisted Gary Graver -- Welles' cinematographer for "The Other Side of the Wind" as well as directing "3 a.m." under his Robert McCallum moniker -- in editing one of its sex scenes so Graver could get back to work on "Wind."

That the director of "Citizen Kane" helped edit a hardcore movie is a juicy morsel of gossip, but it's not the sole reason to see this movie. Made at the height of the porno chic era, "3 a.m." plays more like a domestic drama than a sex film, which is to say it's more of an adult film than a trashy porno movie. The axis on which the movie's story turns is Kate (Georgina Spelvin), a spinster living with her sister Elaine (Rhonda Gellard) and who's been carrying on a 15-year affair with Elaine's husband, Mark (Frank Mauro, who resembles a more attractive Jamie Gillis). Then Mark is accidentally killed, leaving Kate trying to keep the surviving family -- including Elaine's "teen" kids Stacey (freckle-faced Clair Dia) and Ronnie (Charles Hopper) -- together and her secrets hidden. And also have sex in the shower with a random hippie chick (Judith Hamilton), who otherwise has nothing to do with the story.

I wasn't surprised to find out that the screenwriter of "3 a.m.," hiding behind the name Tony Trelos, was actually Tony Crechales, who also wrote the lurid drive-in thrillers "Blood Mania" and "Point of Terror" ("Tony Trelos" was even the name of Peter Carpenter's character in "Point of Terror"). Chances are "3 a.m." would've descended into camp, as "Blood Mania" and "Point of Terror" did, had Graver not had such a strong cast. While I wouldn't call a lot of the performers in "3 a.m." actors, most everyone involved delivers an effective performance. The one exception is Spelvin, who turns in a performance worthy of a mainstream movie. She may not have been the prettiest woman in adult film, but Spelvin is far and away its best actress, adept at drama and comedy, as well as being an energetic sexual performer. I can't imagine anyone else in the role of Kate and delivering as nuanced a performance as Spelvin gives here. A special mention should also be made of Sharon Thorpe as Vicki, the sexy neighbor who seduces Ronnie. Though Thorpe's role doesn't require much dramatic range, she's got a natural acting style and ably conveys sexual confidence. Her solo performance, as it were, for Ronnie's benefit is easily one of the movie's best sex scenes -- and I make that observation as a gay man.

But as good as "3 a.m." is, it can't fully overcome the constraints of its genre. There were several instances where I wished the non-sexual scenes were allowed to play out rather than abruptly ending in an effort to get to the next sex scene. Likewise, some of those sex scenes, like Spelvin and Hamilton going at in in the shower, seemed only to exist to fulfill a quota (girl-on-girl scene, check). It is an adult movie after all, so sex scenes for the sake of sex scenes are to be expected, and Spelvin and Hamilton are a lively pairing, but I wish Crechales or Graver could've found a cleverer way to introduce Hamilton other than resorting to a porn cliche. Conversely, enough attention is paid to storytelling that the sex scenes, many of which are either too brief or too repetitive to make much of an impression, get a short shrift. The movie's tagline should be amended to, "A film that will only intermittently turn you on." By the way, that Spelvin-Hamilton shower scene is reportedly the scene Welles helped Graver cut together. To be a fly on the wall during *that* editing session!

Ultimately, with all "3 a.m." has going for it -- strong acting, artful cinematography, a meatier if somewhat soapy story line -- it's only good enough to make you wish it were better. This is no forgotten porn classic, just a better-than-average adult film. Still, I'd seek out "3 a.m." before watching some of Graver's R-rated exploitation trash. Compared to "Texas Lightning," "3 a.m." is "Citizen Kane."