The Second Woman is an intriguing if frustrating little thriller -- frustrating because it verges on being very good but settles for being merely OK. Part of the problem is that Woman combines elements of various styles -- film noir, psychological drama, mystery, thriller, romance -- but doesn't meld them into a satisfying whole. Some may also have a problem with Robert Young's extremely subdued performance as Jeff Cohalan. While Young is actually doing some very careful, nuanced work, the manner in which he underplays -- which is exactly what is demanded by the screenplay -- may preclude sufficient involvement on the part of the viewer. As Ellen Foster, Betsy Drake gamely tries to make up for this, but occasionally comes across as pushing too hard. James Kern should be lauded for his attempts to create mood and atmosphere, and for his considerable success in this area, but he should also be criticized for letting the pace flag in spots and for not finding a consistent tone for the piece. The story is, fortunately, rather fascinating and keeps the audience quite involved, even when the dialogue is a bit simplistic. All in all, The Second Woman is a good attempt that is worth watching, even if it falls short of reaching its goals.