"Like Hong Kong action directors reinventing the western, Australia's current crop of filmmakers are happily absorbing the received wisdom of Hollywood and boomeranging it back at us. Recalibrated film noir. The costume epic as psycho drama. Road movies with no maps. There's no end to the modifications and mutations. Sometimes, of course, the boomerang catches you in the neck. In "Dark City," Down Under director Alex Proyas revisits some of the territory he created for "The Crow," a tale of murder and revenge based on James O'Barr's comic-art novel, which gothicized the city and made the set design as much a character in the film as the late Brandon Lee's unhappy character. With "Dark City," we're in a similar landscape, but this time the set design is paramount. The hero, John Murdoch (Rufus Sewell), awakens in a bathtub and doesn't know where he is. Neither do we. Murdoch seems to be registered at the Hotel Raymond Chandler, the city itself seems to lie somewhere between Fritz Lang's Metropolis and Tim Burton's Gotham City. There's a scene at an automat. Is it the '40s? No, there's a '61 Falcon idling beside a '90s Citroen. Jessica Rabbit look-alike Jennifer Connelly, playing Murdoch's estranged wife, Emma, is a torch singer in a bygone boi^te. Kiefer Sutherland, as Dr. Daniel Schreber, looks like the kid from "A Christmas Story" all grown up and gone bad. He speaks in an asthmatic staccato and walks with a limp borrowed from Everett Sloane in "Lady From Shanghai." William Hurt, as bemused as ever, is Detective Bumstead, a refugee from pulp fiction."

"Shut it down! Shut it down forever!"

"He is powerful, yes — dangerous — but he can also lead us to what we seek: what the doctor calls the soul. It is time for our experiment to move into a final phase."

"They steal people's memories, you know? Then they swap them around between us. I've seen them do it! Back and forth, back and forth, until no one knows who they are anymore."

"See, I've been trying to remember things — clearly remember things from my past — but the more I try to think back, the more it all starts to unravel. None of it seems real. It's like I've just been dreaming this life, and when I finally wake up I'll be somebody else: somebody totally different."

"You see, I have become the monster you were intended to be."

"You've seen what we are. We use your dead as vessels."

"We fashioned this city on stolen memories: different eras, different pasts all rolled into one. Each night, we revise it, refine it, in order to learn."

"There's work to be done."

"On occasion the imprinting does not take. They behave erratically when they awaken. We find them wandering like lost children."

"No one ever listens to me."

"Nothing like a little healthy paranoia."

"So, Husselbeck, what kind of killer do you think stops to save a dying fish?"

"Now remember what I told you: Never talk to strangers."

"When they first brought us here, they extracted what was in us so they could store the information, remix it like so much paint, and give us back new memories of their choosing. But they still needed an artist to help them. I understood the intricacies of the human mind better than they ever could, so they allowed me to keep my skills as a scientist because they needed them, but they made me delete everything else. Can you imagine what it is like being forced to erase your own past?"

"First there was darkness. Then came the strangers. They abducted us and brought us here. This city, everyone in it, is their experiment. They mix and match our memories as they see fit, trying to divine what makes us unique. One day, a man might be an inspector; the next, someone entirely different. When they want to study a murderer, for instance, they simply imprint one of their citizens with a new personality — arrange a family for him, friends, an entire history, even a lost wallet. Then they observe the results. Will a man, given the history of a killer, continue in that vein? Or are we, in fact, more than the mere sum of our memories?"

"Weren't you looking for the human soul? That's the purpose of your little zoo, isn't it? That's why you keep changing people and things around every night. Maybe you have finally found what you are looking for, and it's going to bite you on your—"

"Tonight's requirements are: family photo albums, nine personal diaries, love letters, assorted childhood photographs, ID's and social security cards. [examining a sample of memory serum] These do bring back memories. This one is still warm. What is it? The recollections of a great lover? A catalog of conquests? We will soon find out. You wouldn't appreciate that, would you, Mr. Whatever your name is? Not the sort of conquests you would ever understand. Let's see: a touch of unhappy childhood; ah, a dash of teenage rebellion; and last, but not least, a tragic death in the family."

"Daylight. When was the last time you remember seeing it? And I'm not talking about some distant, half-forgotten childhood memory. I mean like yesterday? Last week? When? Can you come up with a single memory? You can't, can you? You know something? I don't think the sun even exists in this place, because I've been up for hours and hours and hours and the night never ends here."

"Hey, you happen to know the way to Shell Beach?"

"I loved you on this day. I love this memory."

"Mark Ruffalo – Stan"

"Tom Wilkinson – Howard"

"Elijah Wood – Patrick"

"Kirsten Dunst – Mary"

"Kate Winslet – Clementine"

"Jim Carrey – Joel"

"Adults are, like, this mess of sadness and phobias."

"[Quoting Friedrich Nietzsche] "Blessed are the forgetful: for they get the better even of their blunders.""

"[Quoting Alexander Pope] "How happy is the blameless vestal's lot! The world forgetting, by the world forgot. Eternal sunshine of the spotless mind! Each prayer accepted, and each wish resigned.""

"People don’t understand how lonely it is to be a kid."

"I don't need nice. I don't need myself to be it, and I don't need anybody else to be it at me."

"You look familiar. Ever shop at Barnes & Noble?"

"I'm not a concept. Too many guys think I'm a concept or I complete them or I'm going to make them alive, but I'm just a fucked up girl who is looking for my own peace of mind. Don't assign me yours."

"I'm a vindictive little bitch, truth be told."

"I apply my personality in a paste."

"… you stop listening to what is true, and what is true is constantly changing."

"I'm always anxious thinking I'm not living my life to the fullest, you know? Taking advantage of every possibility? Just making sure that I'm not wasting one second of the little time I have."

"Drink up, young man. It'll make the whole seduction part less repugnant."

"I ditched work today. Took a train out to Montauk. I don't know why, I'm not an impulsive person."

"I could die right now, I'm just … happy. I've never felt that before. I'm just exactly where I want to be."

"It's all being wiped away."

"Are we like those bored couples you feel sorry for in restaurants? Are we the dining dead?"

"Constantly talking isn't necessarily communicating."

"This is working like gangbusters!"

"Random thoughts for Valentine's Day, 2004. Today is a holiday invented by greeting card companies. To make people feel like crap."

"She was nice. Nice is good."

"I'm constitutionally incapable of making eye-contact with a woman I don't know."

"Why do I fall in love with every woman I see who shows me the least bit of attention?"

"Sand is overrated. It's just tiny little rocks."