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The Sea is Watching starts off as an attractive film; rich colors, effective photography, nice framing, fetching prostitutes. Then it goes melodrama, followed by silly, culminating in corny which brought a smile to my face before the surreal kicked in. It never stops looking good, though. There's nothing new or groundbreaking story-wise. It's a charming, sometimes funny, bittersweet tale of the inhabitants of a samurai-era brothel whose entire district ends up under water. Plot-wise it focuses on the love lives of two of the working girls: Kikuno (Misa Shimizu) plays an elder to the younger girls and enjoys being the object of pursuit, never giving in to the suitors who want to take care of her and take her for their very own; and Oshin (Nagiko Tono) who seems to fall in love with every one of her clients. One of them, a sweet samurai type, visits her often and convinces her that her "fallen soul" and "soiled body" can become pure again—just like a person's hair, nails, and teeth fall out and grow back. "A body can become pure again ... it would be too horrible for words if it weren't true". Oshin is the main protagonist of the film and is meant to give it an emotional center as her heart breaks and yearns, but it never quite happens. Although Shimizu and Tono give good performances, overall the acting is not one of the film's high points. I recommend the film to those wanting a taste of historical Japanese culture and who enjoy quiet films about love, loss, and friendship. Yes, the ladies are prostitutes but they have feelings too.