Whoever named Dark City should win the truth in labeling award. If such an award doesn't exist, then it should be invented, because Dark City is, in a word, dark. The sun never shines on this metropolis, its noirish shadows swallowing up any color that happens to venture forth. It's a strange, unnatural place, populated by unknowing people plucked from their normal lives by the enigmatic, alien Strangers, which closely resemble the Addams Family's Uncle Fester caught in a cloning experiment gone horribly wrong.

It is here that John Murdoch, played by Rufus Sewell, awakens one night (as there is never any morning to wake up to here) disoriented and confused. It seems he is the prime suspect in a string of grisly murders, murders he can not remember committing -- but more distressingly, he can't remember not committing them, either. To make matters worse, Murdoch has nowhere to turn. His smoky torch singer of a wife, Emma (Jennifer Connelly) is cheating on him, Police Inspector Bumstead Bumstead (William Hurt) is hot on his trail, and the Strangelovian Dr. Schreiber (Kiefer Sutherland) keeps turning up in the most disturbing places.

Truthfully, no one here is as they seem. Literally. The Strangers, a near immortal race, have finally come to the end of their time. Desperate to avoid extinction, the hive-like groupmind has determined that human individuality, the "soul," holds the key to their salvation. So each midnight the Strangers stop time, alter the reality of the city via a process called "Tuning," and mix and match memories of all the human inhabitants to create an entirely new population to study. In this way, they hope to discover what part of the humanity is simply the product of environment, and what is inherent in each person.

Murdoch, however, becomes a fly in the ointment. After countless personalities, he has finally woken up from the Stranger-imposed dream life. What's more, he can Tune as well, a prospect the Strangers find absolutely unacceptable. To track him down before he can derail their plans, the Stranger implant Murdoch's false memories into one of their own, Mr. Hand (Richard O'Brien) and set him off to hunt down the renegade human.

Its a neat setup for what turns out to be an immensely satisfying movie, but for the first 30 minutes or so the film undermines itself greatly by being utterly undecipherable. Australian director Alex Proyas of The Crow fame tries to impart the confusion of Murdoch in the audience with a dizzying array of scene changes and an unending string of characters, but the trouble is he accomplishes this in the first minute and then continues to pile it on. Dark City is different enough on its own that most viewers would be puzzled by the setup even with a straightforward narrative. It's only midway through the film, when most of the opaque plot is revealed that it becomes involving, and that's too bad.

There's a definite artistry at work here, and every scene has a look reminiscent of Terry Gilliam's more lavish work -- but without the biting social satire and outrageousness. Sort of a cross between Brazil and Blade Runner. Sewell is fine as the perpetually baffled Murdoch, and Hurt is solid, if underused, as Bumstead. Connelly, too, is pretty much inconsequential to the plot, heating up the screen in the same kind of Betty Page-looker role she perfected in such films as The Rocketeer and Mulholland Falls, but other than providing welcome eye candy, she has nothing to do. Sutherland probably has the most fun in the movie with the outrageous Schreiber, but his over-the-top Peter Lorre accent comes and goes more often than that of Kevin Costner's Robin Hood. Of note is O'Brien's performance -- not for Mr. Hand, which is overwhelmed and lost amid the hordes of look-alike Strangers, but for another character he played. Best known for Riff Raff from The Rocky Horror Picture Show which he scripted, this is one of O'Brien's rare screen appearances, and Rocky Horror devotees will want to check it out.

Rated R from New Line Cinema, Dark City contains nudity and bloody violence. Its a creative, daring, ambitious, thought-provoking film that ultimately delivers the goods in the end, but unfortunately, most of its audience will likely have tuned out long before then.