Opening shots of main character, Lyle, masturbating and fantasizing in a cornfield, releasing his pent up frustrations in the only way he knows how, is well balanced with the most jarring opening music I have ever encountered. The score, partly written by the real-life former wife of Jean-Marc Barr, Irina Decermic, lends the overall theme of the film its disturbing nature and is in retrospect well balanced with the storyline. Dealing with small town attitudes, hypocrisy and puritanical American values, Barr attempts to deal with a fairly contentious issue here that sadly fails with the poor acting and the stilted dialog, but is to be commended for the attempt.PLOT: Supposedly, Lyle has been married to Amy for five years but the marriage was never consummated due to the town gossip having told everyone years previously that Lyle's penis was extremely large and out-of-proportion (thus "Too Much Flesh"). Amy, the wife, never having recovered from her long lost love that had died tragically years prior to the arranged marriage, finds the situation satisfactory. Furthermore, she intends to conceive a child with artificial insemination. However, when Lyle's childhood friend and author visits for the first time in many years and brings along his very liberal and sexy french girlfriend, all hell breaks loose within the small community when Lyle discovers his own late sexual awakening in her arms. Not only this, but he brings into the equation a young man to share the ménage-a-troix. Containing some very erotic images that this film has no compunction in showing. I am not a big fan of blatant sex in films, finding a loss of subtlety a sorry affair, but I will add these scenes are truly erotic.I had to watch this film three times to understand what it was the film was trying to say, however I don't think that that was the films fault, rather my own disappointment in the story's delivery took precedence. Where the second installment in Barr's Free-trilogy (the others being "Lovers" and "Being Light") is a brave attempt at a complex issue, it fails to deliver. I was expecting a higher standard of writing, acting and production values, given Barr's extensive filmic background. Arquette and Bouchez give disappointingly lame performances and the supporting cast is below average to say the least.The script is lame to be honest; for example when Lyle confronts Connie the towns' gossip, he uses language that someone born and raised in middle America would probably never have heard of unless he subscribes to Playboy or watches the adult channel. And again with Amy's addressing of her husband and his childhood friend, speaks as though she is a 90 year old Quaker grandmother, not a sexy attractive but emotionally confused housewife. Predictable, incoherent at times, about ten minutes too long and amateur, the partnership hopefully will team Barr and Arnold again to produce/direct together, but it's my absolute hope that this attempt will be the least successful in a series of much better films. On the positive side, I have followed Jean-Marc Barr's career with great interest and will continue to do so. He has the medium of film in his heart and is true to his art with a great talent to back it up with. No matter my disappointment this time, it's always a pleasure to hear of a new Jean-Marc Barr project in the works.

This film really opened my eyes as to what, Jean-Marc's dreams are. I wish that JM would make his film's available in the US. Too Much Flesh, is a wonder film that is very hard to understand.It took me watching it a few times to get what JM's concept was, in this film. If you can get past all the sex, and masturbation. You will see a deeper meaning in this film. All the pain and, the longing for love. I found that JM is truly one of the most convincing actors I have ever seen. He has convinced me!

Despite my opinion that J.M. Barr and Elodie Bouchez are great actors, them two just having an awful lot of true erotic scenes doesn't give this rather thin developed and predictable story much more essence. Just like in *Intimacy* I don't agree with the necessity of all that.It must have been much fun to film it, but from the movie I get the impression that the story or the film itself was not the actor's or team's primal focus during the shoot. Or probably not even during the writing?

Although this film may have been a (somewhat) unrealistic handling of the sort of back woods US towns I grew up in, Too Much Flesh likely did much more justice to the US than, say, Chocolat did to France. At least the French makers did the movie, set in Illinois, in English. Both films look into the provincialist persecution of freer sexuality and mores, but, with regard to the nature of sexual experience, at least, Too Much Flesh was a bit more realistic. It's not realistic just in that the "sex scenes" showed (almost) everything, but that real thought went into the directing of them. I noticed that the audience, like myself, was involved with these scenes just like any other acting in the movie - not seeing them just as an added entertainment perk, but as an important part of the subject matter. Overall, the main character, Lyle, the one with too much flesh, was a very inspired character, as was his actor, Jean-Marc Barr. The wife played by Rosanna Arquette embodied a very tortured and, I think, very possible psyche. Sure, there are weaknesses in the film. It might have been better if there were no "message" in the end, but leaving out the ending, the movie's progression was refreshing, with many interesting and original plot developments and a good number of laughs, too.