The Semi-Star-Studded, Roger Corman-Executive Produced 1993 Erotic Thriller Wastes Virginia Madsen in a Bizarrely Bad Vehicle for Tim Daly, Badass

Welcome, friends, to the latest entry in Control Nathan Rabin 4.0. It’s the career and site-sustaining column that gives YOU, the kindly, Christ-like, unbelievably sexy Nathan Rabin’s Happy Place patron, an opportunity to choose a movie that I must watch, and then write about, in exchange for a one-time, one hundred dollar pledge to the site’s Patreon account. The price goes down to seventy-five dollars for all subsequent choices.

We have gotten to the unfortunate stage in Virginia Madsen’s career where her movies were so slight and forgettable that they have more or less disappeared and are now more or less completely inaccessible. 1994’s Caroline at Midnight is not available via streaming. It’s not on Youtube. It didn’t make the leap to DVD or Blu-Ray. In order to see it you need to visit a dodgy, semi-legal site. 

Is it worth it? Oh god no. Caroline at Midnight is what is known in my profession as a real stinker. It’s perplexing and unfortunate that over a decade into an impressive film and television career Madsen still somehow found herself in minor supporting roles in low-budget erotic thrillers, real Cinemax After Dark fare. 

Madsen is just one of a series of familiar faces littering this Roger Corman Executive Produced-thriller about dirty cops, hot sex and deceit. Caroline at Midnight is full of actors famous for a particular role.

Caroline at Midnight is unexpectedly and unfortunately a vehicle for Tim “Wings” Daly to cast off the shackles of his clean-cut, family-friendly sitcom image and reinvent himself as a dark and tormented character actor of infinite malevolence, a real Klaus Kinski type. 

He fails. Oh sweet blessed lord does he ever fail. The more Daly tries to project outsized evil, the more lightweight and callow he comes off. This calls for Nicolas Cage in Bad Lieutenant: Port of Call New Orleans. Instead we get a sitcom badly cosplaying ineptly as an Even Worse Lieutenant. 

Daly isn’t the only sitcom star disgracing himself in a grimy turn as a bad cop. Judd Nelson similarly turns to the dark side as Phil Gallo, a filthy pig up to his neck in drug money and illegal endeavors. 

The corrupt cop with the regrettable facial hair and boxy Men’s Warehouse ensemble kills himself when he learns that internal affairs is investigating his murderous misdeeds. This leaves his partner Ray to carry on his legacy of dealing drugs, terrorizing the innocent, sexual depravity and generally being worse than the criminals they bust when not shaking them down. 

The corrupt cops end up on the radar of sexy crusading journalist Jack Lynch (Just One of the Guys’ Clayton Rohner), who receives a mysterious phone call from the titular siren despite her ostensibly being dead. The wannabe Bob Woodward is haunted and intrigued so he begins investigating her death and the possible role police corruption might have played in her demise. 

This leads the hard-charging reporter to begin a steamy sexual affair with Victoria Dillon (Mia Sara of Legend, Timecop and Ferris Bueller’s Day Off), Jack’s unhappy, abused wife. 

Caroline at Midnight also stars Melvin and Howard and American Graffiti’s Paul Le Mat, Xander Berkeley, Virginia Madsen, Stacey Travis, Gremlins’ Zach Galligan and Thomas F. Wilson. Its decision to have Clayton Rohner and Mia Sara handle all the sex stuff feels oddly random. It’s as if they spun a wheel and determined that Rohner and Sara would do all the nudity rather than, say, Zach Galligan and Virginia Madsen. 

Gratuitous nudity is Caroline at Midnight’s raison d’etre. It exists for three or four minutes of c-list celebrity skin featuring Sara and quite possibly a body double of some sort. To give credit where it’s due, Caroline at Midnight delivers the goods when it comes to nudity and sex of great quantity. For dedicated onanists, that’s what really matters. Everything else is superfluous. 

Madsen costars as a raven-haired femme fatale who deals drugs and has a professional relationship with Daly’s deranged detective. Considering the material, her character and the dialogue, Madsen is fortunate that she’s barely in the film. 

She’s a two or three scene wonder who seems appropriately mortified by dialogue straight out of a third-rate blaxploitation movie. Blaxploitation was full of modestly priced, extremely available but familiar names and faces willing to degrade themselves for a paycheck. 

Caroline at Midnight is largely devoid of characters of colors yet it still conveys the sleazy, sordid vibe of a blaxploitation cheapie filled with slumming white character actors all the same. Berkeley and Nelson meet early deaths because the world of Caroline at Midnight is dark and nihilistic and full of danger and intrigue but also because even Nelson and Berkeley have WAY better things to do with their time than devote more than a day or two to this stinker. 

That’s right: I called Caroline at Midnight a stinker AGAIN. I am willing to stand before the Lord and the sum of humanity and confidently assert that this obscure, unloved movie is not good. 

Madsen’s role is an insult and the film one of many nadirs from this stage of her career but she pulls it off with as much dignity and distinction as possible. It’s not her fault that this is lurid garbage with nothing but titillation on its mind. 

Actors act. Sometimes those projects are Sideways or A Prairie Home Companion. More often they’re forgettable garbage like Caroline at Midnight and you do the best that you can with dire material.  

I’d never seen affable 1980s icon Clayton Rohner, who previously teamed with Madsen for the charming 1986 coming-of-age comedy Modern Girls, as a sexy, charismatic leading man before watching Caroline at Midnight. I didn’t feel that way after watching Caroline at Midnight either. 

Everyone’s trying to be something they’re not here. Rohner is trying to be an edgy leading man. Daly is trying to be a demonic bad guy with a brain full of hate and evil schemes. Sara is trying to be Shannon Tweed. The filmmakers are trying to make Body Heat on a Roger Corman budget. Nobody succeeds. 

Madsen deserves so much better than a nothing role in a nothing movie like this. Thankfully she would go on to do bigger and better work but also appear in an AWFUL lot of garbage as well. 

And I will watch and write about it all! That’s a cause for both excitement and trepidation because while I love Madsen as an actress I REALLY do not care for a lot of the movies she made, particularly at this point in her career. 

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