The episode reports a two-star Roger Ebert rating.
His review is summarized as arguing that the film wastes its cast and director and becomes absurd and more laughable than scary at the end.

No replacement leads; Ford in The Perfect Storm discussed instead.

In the discussion (3)

Approx. transcript time · 01:11:24Read transcript

The original stars are said to have been specifically wanted, leaving no conventional casting what-if for this movie.
The episode reports that Ford turned down The Perfect Storm to make What Lies Beneath.
That choice is welcomed because a Boston accent is considered a poor fit for Ford.

Directors: De Palma, Fincher, or Lyne. Norman: Richard Gere. Cellist: unresolved.

In the discussion (6)

Approx. transcript time · 01:13:14Read transcript

Laura Sangiacomo is proposed for Jody.
The director rendered as BDP is proposed for a more sexual version with longer camera moves.
David Fincher is proposed, with Panic Room cited as a nearby version of the material.
The director rendered as Adrian Line is proposed for a hornier supernatural version.
The actor rendered as Richard Gear is proposed as Norman.
Kelly Preston is considered and rejected; the discussion cannot settle on a replacement cellist.

Michelle Pfeiffer’s fear of water and long bathtub shoots.

In the discussion (4)

Approx. transcript time · 01:14:37Read transcript

The episode reports that Pfeiffer feared water and said she had to lie in the bathtub for five hours at a time.
They ask how warm the bathtub had to be and whether it needed repeated reheating.
A participant says she listens to The Watch in the bath and prefers its opening eight minutes.
The discussion spins into what podcast Claire might hear in a modern version.

Disappearing neighbors; fence; dock evidence; Caitlin’s silence; initials; missing Cooper; traceable drug; toe-and-shower escape.

In the discussion (10)

Approx. transcript time · 01:22:07Read transcript

Warren and Mary disappearing after forty minutes is called an overextended red herring; one should have returned during the climax.
Peeking over the fence and cutting wrists is called unnecessary because the ungated lawns can be walked around.
Norman is mocked for dumping Madison’s belongings directly beside his own dock despite having a boat.
The locations and disposal method for Madison’s body, car, and jewelry box are questioned, including whether the car was backed into a boat entrance and why the evidence spans the dock and bridge area.
Caitlyn is criticized for never checking on her parents over the apparent weeks after starting college.
Madison repeatedly typing only her initials is called inefficient when she could name herself or accuse Norman directly.
Cooper’s disappearance during the final forty minutes is questioned because the dog might have interrupted the attack.
Norman’s use of a potentially traceable laboratory paralytic is called another sign of sloppy murder planning.
Claire’s partly paralyzed foot pulling the cord and using the shower head to turn the hot-water knob is judged physically implausible.
One participant concludes that Claire should have drowned.

Ouija board; Claire’s future; police; Adamant; mushroom tea; Madison’s delay and braid; haunting without a bathtub.

In the discussion (7)

Approx. transcript time · 01:30:17Read transcript

Why anyone would use a Ouija board is asked again.
Claire is proposed as an unusually desirable widow despite severe trust issues.
The absence of further law-enforcement questions after the climax is questioned.
Whether Norman could have bought time by agreeing to visit Adamant is debated.
Whether Claire’s supernatural experience could be a side effect of Jody’s mushroom tea is asked.
Why Madison waited a year, whether Claire missed earlier signs, and what the braid changes are questioned.
How Madison could haunt the renovated house if Norman had removed the bathtub is asked.

In the discussion (4)

Approx. transcript time · 01:36:03Read transcript

The Fabulous Baker Boys is proposed as a Michelle Pfeiffer bookend.
Panic Room is proposed as another trapped-in-the-house thriller.
The Mosquito Coast is proposed for Ford as a genuine villain.
The Fugitive and Presumed Innocent are proposed for ambiguous journeys toward whether Ford’s character is guilty.