It’s 2 AM and you awake with a jerk, alone in your fully-lit apartment and still on the couch. On TV, the credits of some movie you’ve already seen a billion times are scrolling by. It feels like rock bottom. And we know, because we’re just like you: single.

Need a movie to keep you company until you literally can’t keep your eyes open? Join us tonight when we pass out to Cape Fear [starting @ 12:20 a.m. on More Max]

Why we’ll try to stay up and watch it: At the risk of condemning ourselves to the ring of Hell reserved for critics like Ben Lyons and Peter Travers, Cape Fear is our second favorite Martin Scorsese movie (behind Goodfellas, natch). We’re not necessarily saying that Mr. Scorsese’s remake of the 1962 J. Lee Thompson potboiler, starring Gregory Peck and Robert Mitchum, is a better film than Raging Bull or Taxi Driver, but put it this way: you can keep Jake LaMotta and Travis Bickle, we’ll take Max Cady.

The legend of how Cape Fear came to Martin Scorsese is almost as juicy as the pulpy script from Wesley Strick (who went on to write such classics as Doom and Return to Paradise). Amblin Entertainment set up the remake for Steven Spielberg to direct, but he didn’t feel like doing a movie where “a family was preyed on by a maniac.” At the same time, Mr. Scorsese had his eyes on a little something called Schnidler’s List. The men agreed to trade and the rest, as they say, is history.

We can imagine what a Steven Spielberg-directed Cape Fear would look like, but we’d rather not. In the hands of Martin Scorsese, what could have been a by-the-numbers thriller turned into a Petri dish of emotional ambiguities. There are no good guys in Cape Fear. The Bowden Family–Sam, Leigh and Danielle, played respectively and excellently by Nick Nolte, Jessica Lange and Juliette Lewis–has specks of darkness sprinkled all over them. They are unscrupulous and untrustworthy, floating along from one backstabbing to the next. And these are the protagonists we’re talking about! You can only imagine what kind of evil lies in the heart of Max Cady.

For all the deserved hype that Heath Ledger received for his Oscar nominated performance in The Dark Knight, we’re pretty sure it wouldn’t exist without Robert De Niro’s Max Cady. In what might be the last great performance that he ever gives, Mr. De Niro chews through the scenery like a junkyard dog. Max Cady is The Joker’s southern uncle, complete with a similar maniacal laugh, a strict set of warped values and the knowledge that his persecutors cannot take a single thing away from him that they haven’t already. Cady is truly terrifying because he has absolutely nothing to lose.

When we’ll probably fall asleep: We admit that Cape Fear goes off the rails at the end, though that is most likely because Mr. Spielberg insisted that Mr. Scorsese keep the Bowden family alive. The last act involves a boat, the biggest rainsquall this side of The Day After Tomorrow, and Mr. De Niro speaking in tongues as he drifts off to a soggy demise. So we’ll pass out a little while before that all happens, around 75 minutes in, at 1:35 a.m. After a particularly troubling situation pops up between Cady and little Danielle (let’s just say Mr. De Niro allows the then 18-year-old Ms. Lewis to suck his thumb in the most lewd way imaginable), Sam hires three thugs to “take care of” his nemesis. Bad idea. Of course Cady turns the tables on his assailants and beats them to a bloody pulp… only then he hears something coming from behind the dumpster at the far end of the parking lot. Sam is there to see his handiwork. Yikes! The monologue that De Niro-as-Cady spews is pure genius: “I ain’t no white trash piece of shit, I’m better than you all! I can out learn you; I can out read you; I can out think you; and I can out philosophize you; and I’m gonna out last you!” Note to our nightmares: come out come out wherever you are…