Dark City (1998, Alex Proyas)

The first section of the movie is brilliantly constructed in a way to make a little off balance in our viewing. Our protagonist, John Murdoch (Rufus Sewell), doesn't know who is he, where he is, or why he's there. Proyas shoots with no camera movement, and the rapid cutting and seemingly disconnected storytelling putting us subconsciously in the shoes of our hero. Slowly, he begins to think more clearly and put together the strands of his life with the help of his wife (Jennifer Connelly), a mysterious doctor (Keifer Sutherland), and the detective (William Hurt) assigned to a murder case that John is the lead suspect in. As John does this, Proyas slowly starts letting shots linger a bit longer, move a bit more, and yet never lose the remarkable attention to visual detail that Proyas displayed in the earlier sections. The movie is chock full of references to other works, whether it's the landmark sci-fi epic Metropolis, the anime classic Akira, or the short stories The Tunnel Under the World and The Lottery in Babylon. Another influence, the French movie The City of Lost Children, is even quoted when someone mentions that the occupants of the title city "Walk through the city like lost children."
The movie that Dark City most often gets compared with is The Matrix. They came out a year apart, in February of '98 and March of '99 respectively. They are both dark on a visual level, and deal with the central idea of "the world you live in isn't real," a classic sci-fi concept that both movies use as a launching pad. The Matrix uses it for half-hearted philosophy, but mainly for an action movie (which is all The Matrix is, no matter what any nerd tries to convince you otherwise), and even reused a few of Dark City's sets on its Sydney sound stage. Dark City uses it for philosophical contemplation and half-heartedly for an action movie. Proyas also uses the story as an excuse to have incredible image after incredible image on screen. Ebert said so eloquently in his original review (he's since written another one, when he added it to his list of "The Great Movies", as well as doing a commentary track for the DVD) and I can't top it, so I'll just close with this quote "If it is true, as the German director Werner Herzog believes, that we live in an age starved of new images, then Dark City is a film to nourish us. Not a story so much as an experience, it is a triumph of art direction, set design, cinematography, special effects--and imagination."
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