Max Cady (Robert DeNiro) – tattooed head to toe with Bible quotations – crunches pushups in an eight by nine cell. Released from prison, Cady shows up in the North Carolina town of “New Essex.” Sam Bowden (Nick Nolte) is a prosecutor here. His chain smoking wife Leigh (Jessica Lange) is a graphic designer. Their 15-year-old daughter Dani (Juliette Lewis) is in summer school.

Sam enjoys a racquetball game with a law clerk named Lori (Illeana Douglas) who has a crush on him. Afterwards, the attorney has his car keys grabbed by Cady, who gets around to reminding Sam that he was his lawyer 14 years ago. “Have you been following me?” “It’s a small town, everywhere you turn we’re gonna run into each other.” As Sam drives away, he hears Cady mumble something that sounds like, “You’re gonna learn about loss.”

Sam tells his boss (Fred Dalton Thompson) that Cady was charged with rape and aggravated sexual battery, but that when Sam came across a report that the victim was promiscuous, he buried it. When Cady confronts Sam again, he reveals, “I learned to read during my stretch. First, Spot Goes To The Farm, then Runaway Bunny, then law books mostly.” Sam offers him cash to go away, but Cady calculates that even $50,000 wouldn’t cover minimum wage for 14 years.

Leigh wakes in the night to find Cady on the wall that separates their property. When Sam runs outside, Cady has vanished. Leigh’s dog is then poisoned. The sheriff (Robert Mitchum in a great cameo) has Cady leaned on, but can’t find anything to hold him for. Cady picks up Lori in a bar and brutally attacks and rapes her, knowing she would never appear in court to press charges. Sam hires a private investigator played by Joe Don Baker to follow Cady.

Leigh has reason to suspect her husband had an affair with the victimized law clerk. They fight, and Dani hides in her room, overwhelmed with teenage angst. In the best scene in the film, Dani is lured to an empty auditorium in her school by Cady, who impersonates a drama teacher and connects with the teenager, when he tells her that her parents are punishing her for their sins.

Sam pays some men to “do a little job” on Cady, but the ex-con lays them out. “I ain’t no white trash piece of shit. I’m better than you all! I can outlearn you, I can outread you, I can outthink you, and I can out-philosophize you! And I’m gonna outlast you!” Cady retains the best attorney in the state (Gregory Peck), who seeks to have Sam disbarred. Sam pretends to leave town and stays up all night with the private investigator, using his family as bait and hoping Cady will appear, so they can gun him down.

Steven Spielberg hired Wesley Strick to pen a remake of the 1962 Robert Mitchum-Gregory Peck thriller Cape Fear for Amblin Entertainment. Spielberg contacted Robert DeNiro about playing Max Cady, then decided he wasn’t in the mood to direct a film about a family being terrorized by a maniac. Stephen Frears was attached briefly. Spielberg and DeNiro then thought of Martin Scorsese.

Scorsese was a fan of J. Lee Thompson’s original, and after making several films about Italians, was ready for a new challenge; a thriller in the old studio style of Val Lewton’s Cat People or Isle of the Dead. Spielberg asked whether the family would still be alive at the end. Scorsese said yes, and was given carte blanche to do whatever he wanted up to that point.

Scorsese rewrote the script, throwing out everything he felt was conventional. He introduced marital infidelity and teenage rebellion into what had been a good old-fashioned American family in Strick’s draft. Max Cady was transformed into a tattooed, Bible thumping, “walking vengeance machine” in Scorsese’s words. Cady came to personify divine retribution, that the Bowdens had to purge.

After GoodFellas, Scorsese was enshrined in the media as America’s greatest working filmmaker. Cape Fear became the biggest box office hit of his career. Some accused this project of being a commercial sell-out, or self-consciously arty, or inferior to the original film, which was based on the novel The Executioners by John D. MacDonald.

DeNiro essentially plays evil incarnate, and appears to possess magical powers, but Scorsese never asks the movie be taken very seriously. From a superior opening title sequence designed by Saul & Elaine Bass, a thunderous rendition of the killer score Bernard Herrmann composed for the original (conducted by Elmer Bernstein here) and a stark, Gothic look by cinematographer Freddie Francis, Scorsese crafted a hugely entertaining popcorn thriller unlike any other.

The picture was exceedingly well cast, and has a creative energy most big budget thrillers lack. DeNiro and Douglas’ bar scene in particular feels spontaneous. The movie is loaded with eye-popping camera set ups, framed in anamorphic widescreen. DeNiro is beautifully over the top as the Pentecostal cracker from hell, and the movie features good scares. DeNiro and Juliette Lewis were both nominated for Academy Awards, but Cape Fear never assumes a self-important tone. This is just grand filmmaking, drunk on classic Hollywood style.