When a movie can make me laugh, cry, care about the characters so much and be sad when the movie ends, that movie gets all 10 stars and would get as many as I had to award it! I am a fish lover, so the title was intriguing, and then I saw Charlie in his tank and got hooked! Lea Thompson has always been talented, but this film was the ultimate showcase, she nailed Clara and made me love her! Not that the other cast members don't deserve accolades, all were absolutely stellar! The roadside diner, the Nautilus, looked so inviting, it's just the type of place I'd want to stop in to get a bite while passing through on a road trip. I'm not going to spoil this fun experience for anyone. This should be seen by all who are looking for a truly feel-good, pick-me-up film to lose themselves in for awhile. It's not easy sailing bthough, it's a choppy journey these people have to make in order to reach their next destination. And Charlie's always watching, and through Clara, his apparently mentally challenged best friend and the diner's only waitress, dispenses his sage advice. It's heart- warming and at times, heart-breaking to watch Clara interact with her brother, cook Jimmy, and rest of the people there. Jimmy and Clara's parents are deceased, so Jimmy and Clara inherited the Nautilus, and together they've kept it afloat. The script and dialog were terrific, and I laughed out loud in many places. It's just right, not dark or depressing nor is it so lighthearted that it's implausible. The cinematography is vivid and bright. Overall a quality production with good directing, no unnecessary dragging out of scenes. Again, the entire cast was believable and excellent. I'd recommend this to anyone looking for a fun, entertaining comedy with just enough drama and suspense to balance it out. I can't imagine that anyone would regret watching this rare gem!

{1/10 stars F}Recommend? Unnecessary profanity and sexual content for a movie that otherwise has a decent but campy story.

I did not choose to play this movie, but passively watched most of it anyway.

CONTENT ADVISORY: Frequent f-word and other profanities during the first hour. A "dancer" comes into the diner wearing a revealing bikini showing her round bosom and she acts seductively trying to seduce Jimmy. Later Jimmy and Frances kiss passionately and talk about running away to Mexico. "Retard" and other disparaging language used to describe Clara that has a disability.

Near the end there's several reckless uses of firearms and a gun fired multiple times to fake a death. Two mobsters get info from a "dirty" FBI agent so the mobster can find his runaway girlfriend Frances. Frances says her boyfriend thinks of her as his property. The dirty FBI agent tells a local police officer that the mobsters are FBI agents so the officer will unknowingly take them to his runaway girlfriend. The officer has his gun taken away and temporarily held hostage with other people in the diner.

{1=F 2=D- 3=D 4=C- 5=C 6=B- 7=B 8=A- 9=A 10=A+}

"Fish Don't Blink" is the story of a brother and his younger sister (30 year-old Jimmy-Wil Wheaton and Clara-Lea Thompson) who run a diner in the desert named the Nautilus. The film is almost a remake of 1993's "Benny and Joon"; as Clara is a bit simple-minded/dysfunctional and Pete is agonizing over having her institutionalized. He is also restless to move somewhere more exciting and get on with his life.

The character with the most screen time is Charlie, a huge catfish they keep in a glass tank inside the diner. Clara has frequent conversations with Charlie and some sort of ESP that allows her to eavesdrop on other people thoughts and distant conversations.

The Johnny Depp "Benny and Joon" character is named Pete (Richard Grieco) and he ends up at the diner with Francis (Tonie Perensky) when their car breaks down. Francis is being chased by two gangsters, she witnessed a murder in Las Vegas and hopes to hide out in Mexico.

John Duncan plays Harry James, a small-time used car dealer and real estate agent. Duncan will remind you of Mr. Haney from "Green Acres".

"Fish Don't Blink" will appeal to fans of offbeat comedy as long as they are not looking for something original. The sequencing is a bit off which undermines any attempt to build up some suspense, although these failings will help you appreciate the impact of good editing the next time you see some.

The performances are a mixed bag, Grieco and Duncan are solid, Wheaton is a bit weak and Perensky is awful. While I have never been a Lea Thompson fan, Director Chuck DeBus gets a fantastic performance from her, probably her best ever. While inspired by Mary Stuart Masterson's Joon, Clara is more fun and Thompson brings some great comic moments to the film. Who would have imagined that she was capable of this level of performance,

The script is the product of multiple writers and is extremely uneven (big surprise). Perhaps there was only one talented writer, who wrote all the stuff for Duncan and Thompson then turned over the script to the marginal guys.

Thompson's performance can't entirely carry the film, but she and Duncan are entertaining enough to make it worth watching.

Then again, what do I know? I'm only a child.