John Murdoch (Rufus Sewell) wakes up in a hotel bathtub with amnesia. A Doctor Daniel Shreber (Kiefer Sutherland) calls him, warning him to leave immediately because a group of men are after him. He finds a corpse in his room—a ritually murdered woman—and a bloody knife. He runs, just before a group of pale, thin men in long trench coats arrives. He learns his name and that he has a wife named Emma (Jennifer Connelly). Police Inspector Bumstead (William Hurt) is looking for him in connection with a series of murders in the city, but he can’t remember killing anyone. He learns he has psychokinetic powers, like the pale strangers, and he uses them to escape.

He explores the city, where it is always night, though no-one seems to find this strange. At midnight, everyone but Murdoch falls asleep, and the city re-arranges itself around them while they are given new personalities and memories. Except Murdoch. Apparently, Murdoch comes from a coastal town called Shell Beach. Everyone has heard of it, but no-one remembers how to get there. Try as he might, he can’t get home. The Strangers, as the aliens are called, in an attempt to track down Murdoch, inject one of their own, Mr. Hand (Richard O’Brien) with Murdoch’s memories.

Inspector Bumstead catches Murdoch, who he thinks is probably innocent. The Inspector himself has doubts about the city. They confront Schreber, who explains that the Strangers are aliens who use corpses as their hosts. Having a hive-mind themselves, they are fascinated by human individuality, which may hold a key to their own survival. Murdoch is an anomaly who awoke during implantation. The three leads try to find Shell Beach, but there is only a poster on the city’s end-wall. Murdoch and Bumstead break through the wall, revealing outer space. They are confronted by the Strangers and Mr. Hand, who holds Emma hostage. In the fight, Bumstead falls through the wall into space.

The Strangers bring Murdoch to the depths of the city and force Schreber to imprint Murdoch with their collective memory. Schreber instead inserts false memories about his life-long study of the Strangers’ powers. He awakes with his powers fully developed. He frees himself and defeats their leader Mr. Book (Ian Richardson) in a psychokinetic fight above the city. Learning that Emma is re-printed, he uses his powers to create a real Shell Beach. On his way there, he finds a dying Mr. Hand and tells him the Strangers have been looking in the wrong place. He rotates the space habitat toward the star and the city is flooded with sunlight. He steps through a door and finds a pier in the sun, where Emma is now Anna, with new memories. He introduces himself and they go to Shell Beach.

The film was directed by Alex Proyas, written by him, Lem Dobbs, and David S, Goyer. It was produced by New Line Cinema at Fox Studios Australia, and by Proyas’s Mystery Clock Cinema. It was nominated for a Hugo and six Saturn Awards. The studio asked Proyas to insert an explanatory voice-over narration, which he dropped for the directors’ cut. It was well-received by critics, its art direction, set design, and cinematography praised by Roger Ebert and others, though it was not a box office success. It did heavily influence the Matrix movies a year later.

The image of the strange, bald, ethereal, androgenous Strangers came from the Rocky Horror Picture Show. Daniel Schreber was based on a real German judge who wrote in his autobiography about his narcissistic paranoid schizophrenia. The film is said to have been based on Plato’s Allegory of the Cave, in which viewers who do not know they are in a prison watch shadows of real life. It is a murky, nightmarish, Kafkaesque paranoia-dream reminiscent of German Expressionist film-noir, Terry Gilliam’s Brazil, Fritz Lang’s Metropolis, and Edward Hopper’s paintings. The strange music was by Trevor Jones.

Possibly the most unusual chase-scene I have ever seen occurs on the rooftops of buildings that are rising and sinking and crashing together. Much of the set was sold to the production of The Matrix. Proyas got the idea while watching the sets being changed while he was directing The Crow. Brandon Lee would probably have played the lead role in Dark City, if he had not died in a gun-accident on set. Deliberate anachronisms cause viewer confusion about the time period. Proyas could not believe that the studio literally told him to dumb it down. American heavy metal band Iced Earth wrote a song called Dark City for their Dystopia album. The humans are either passengers on an interstellar ship seized by the Strangers, or they are dead and placed in a kind of purgatory by them. Take your pick. I seriously love this little movie.