This movie had amazing cinematography and art direction, but the plot was actually somewhat lacking, as were the actors' performances, for the most part.

Spoiler alert: Yes, the core of the plot is given away, but it bascially is "spoiled" within the first couple minutes anyway. I suspect that some of the most glaring flaws were caused by a studio desire to dumb down the film. In particular, the opening of the film begins with the "mad scientist" Dr. Daniel Schreber, (Kiefer Sutherland) delivering pounds and pounds of sci-fi plot exposition. Apparently the director didn't want to do this, but the studio demanded it. God forbid that audiences would have to try and think without everything dumped into their head. which I didn't like in a film which is supposed to be a sort of horror noir, not a stylish-looking extension of a clichéd space opera. From the first minute forward, you know that telepathic aliens control this world. The suspense comes from whether or not the hero will defeat the aliens, and maybe figuring out whether they are on Earth or some alien planet etc.

There were a lot of moments which I felt were aimed squarely at the adolescent male set, simply because they felt gratuitous, and frankly right out of Dragonball-Z. In a rather malformed climax, the hero, John Murdoch and the lead villain, Mr. Hand, battle with their mind-beams, and their mental will nudges a big energy ball back and forth until of course it finally knocks the villain off his feet, just like Vegeta battling a whatever. And there was also a small creepy child alien who bit people. The alien 'strangers' were sort of nifty, but it seemed like Vincent Price could have hammed it really well here.

The movie has some really tripped-out visuals, and I enjoyed those a lot. The first time you see the buildings grow it is very jarring. The style, in general, is a superb mutant mixture, mostly echoing the '30s, but with a few fluorescent lights and the like, as well. In one part, where the buildings aren't part of the strangers' experiment anymore, the land had the look of a discarded jumble of architectural ideas, which I found quite novel.

The acting and character development was another weak point. The hero had little impact beyond looking confused and maybe tough sometimes. Kiefer Sutherland had an inexplicable accent, though it was a daringly weird role to play, and just didn't quite work. Jennifer Connelly is damn hot, but she seemed not at all compelling. William Hurt, as a detective, was literally jettisoned into space when he couldn't drag the plot anymore.

One thing that surprised me was seeing Jennifer Connelly on the end of a white pier into the ocean, as an emotional, stylized dream moment, which also occurred in Requiem for a Dream.

All in all this movie is all right if you want some really cool visuals, but the story could have been much more compelling, and the characters are mostly weak.

Some have accused The Matrix of ripping off Dark City. However, The Matrix was in production for almost a year when this was released. You will see the roof-hopping segment, much like the beginning of The Matrix. In any case, the nature of the reality the characters live in is quite different. Also, I can actually remember the characters' names, from The Matrix.