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There's nobody to root for, or even care about, in Ed Holzman's would-be erotic thriller. Dominick (Bobby Johnston) runs a "private social club" that's really a front for an international prostitution and blackmail operation. Suzanne (Maria Ford) owns a clientless ad agency; a "friend," Nick (Scott Carson) suggests Dominick as a potential client. Dominick and Suzanne proceed to do their best to outwit each other in a series of sexual games.

With both of the principals more or less equally amoral, the only possible fun in this movie is watching them go at each other. But Holzman's leisurely pacing throughout, and characters that never go beyond skin deep, spoil the fun. Dawson is wasted as Dominick's personal assistant, Mona. The one character who has a shred of decency is Suzanne's assistant, Tracy (Stephanee LaFleur), but she's clueless and powerless--not much more than a spectator.

Holzman has done better work than this. The sex scenes even start to get tedious halfway through the film.

Sometimes the whole turns out to be less than the sum of the parts. This is one of those times. Sahara Riley is a talented writer, Kelley Cauthen is one of the most dependable directors in the business, and the cast is first-rate from top to bottom.

So why is "Surrender" such a two-star disappointment? Part of the problem goes back to the concept: Kira Reed conducts interviews of people who recount their erotic escapades, which are shown as flashbacks. The result is episodic, with little in the way of plot or character development to tie the episodes together.

As eye candy, "Surrender" is an attractive confection. Cauthen knows how to use a camera, and the actors are gorgeous and enthusiastic. There are surely worse ways to spend an hour and a half, or thereabouts. It just seems a shame that, given these resources, more couldn't have been done.

This is the story of Angie, an innocent in H'wood who, in order to shed her inhibitions and win a starring role in a sexy movie, must learn to shed her clothes in a strip club. This movie should not be used as a recruiting tool for ingenues.

Tane' McClure and Kim Dawson are the two strippers who help Angie (McCommass, as lovely a young lady as has ever been naked on screen) discover her unrealized erotic potential. Both tend to go over the top a bit, but given the surreal nature of their characters and the situation, why not? Director Mike Sedan gives them their head (that's a horse term, not a sex term, folks); he's busy making sure the camera catches all the action. And there's plenty of it, onstage, backstage, in the club patrons' laps (thus the title), out in the alley, in a grocery store on the way home, and at whatever other locales I've forgotten.

Taken at its own level, this is a well-made cautionary tale about what you have to do to succeed in show biz. The fact that it's balderdash doesn't matter.