Dark City (1998)

In co-writer/director Alex Proyas' visually-stunning, labyrinthine and visionary sci-fi neo-noir - the bewildering and imaginative tale effectively twisted unreal reality. Proyas' own visionary story, a version of Plato's Allegory of the Cave, was adapted into a screenplay by Lem Dobbs and David S. Goyer. The challenge to the viewer was to extrapolate from various random clues presented in order to form a comprehensive explanation of the entire mysterious premise and bizarre puzzle underlying the "Dark City."

In part, the dystopian literally "dark city" was similar to a huge space station or satellite in space. It was revealed to be a full-sized alien creation (or simulacrum) created by a huge imaging machine. An entire race of dying, pale, parasitic aliens, known as Strangers who were facing extinction, had left their own planet en masse (due to their hive mind or collective consciousness) and with their superior powers had formed the immense and dark human city to run their experiments and try to save themselves. Several thousand abducted humans, presumably from Earth, had been transplanted into the "dark city" as residents, but the humans remained unaware of their true identities after having their memories regularly implanted and changed at midnight. Only one "mad" doctor had been allowed to aid the mysterious aliens. The trench-coated Strangers, who disguised themselves in human cadavers-corpses and were nocturnal due to their sensitivity to light, had deliberately tilted the city away from the Sun with their psychokinetic powers, and kept everyone in perpetual darkness.

The film's main tagline enigmatically described the plot:

"They built the city to see what makes us tick. Last night one of us went off."

One amnesiac human individual, who had lost any sense of his own true identity, awoke to find himself in a typical noirish situation - he was a wanted murder suspect, pursued by a weary detective gumshoe. The story commenced with the man's odyssey through the mysterious, shadowy and dark metropolis as a fugitive, to clear himself of crimes he didn't commit, and to literally find himself. He noticed how he had somehow acquired the same psychokinetic powers (known as 'tuning') as those possessed by the ominous and creepy Strangers who were searching for him, and that he was able to use those powers to his advantage against them. He attempted to save and remake the world (based on childhood memories) and "fix" the darkness of the "city."

[Note: The film's theme of a disoriented man on the run for a crime he didn't commit, who retained recollections of the existence of his home town of "Shell Beach" - the film's MacGuffin - were both features of many Hitchcockian films. The film's main motifs were spirals and mazes.]

The expressionistic fantasy-mystery film (with stunning special effects, art/set design and an imaginative script) was a box-office failure - on a budget of $27 million, it only made $14.4 million (domestic) and $27.2 million (worldwide). Nonetheless, it has since become a highly-respected cult-classic. It was influenced by many elements, including German expressionism (Nosferatu (1922), Metropolis (1927), and M (1931), etc.), gumshoe detective film noirs in the 1940s (i.e., The Maltese Falcon (1941), and some Kafka-esque qualities as well. It foreshadowed a film that was released shortly afterwards, The Matrix (1999), and undoubtedly influenced Inception (2010).

• the opening of the theatrical version (wisely removed in the Director's Cut version) contained a voice-over narration (revealing major spoilers!) delivered by Dr. Schreber, an expert psychiatrist who had been forcibly conscripted to aid the aliens in their experiments on humans in the "dark city" after the extra-terrestrials had escaped from their own dying world; the psychologist's memories had been erased, but he still retained his mind skills, identity and powers, unlike the other inhabitants of the city, as he aided the aliens to carry out their insidious objectives.

  "First, there was darkness. Then came Strangers. They were a race as old as time itself. They had mastered the ultimate technology -- the ability to alter physical reality by will alone. They called this ability "Tuning." But they were dying. Their civilization was in decline, and so they abandoned their world, seeking a cure for their own mortality. Their endless journey brought them to a small, blue world in the farthest corner of the galaxy. Our world. Here, they thought they had finally found what they had been searching for. My name is Dr. Daniel Poe Schreber. I am just a man. I help the Strangers conduct their experiments. I have betrayed my own kind."

• the story commenced by navigating downward into a noirish cityscape reminiscent of the 1940s and 1950s; it introduced the principal character John Murdoch (Rufus Sewell) - a test subject with memory problems; he awoke naked in a bathtub (filled with murky or clouded water) in a strange hotel, with a splotch of blood above his nose
• he was unsteady on his feet on the slippery green-tiled floor, made worse by the shadows cast from a swinging single unshielded light-bulb fixture; he noticed blood droplets on his face before quickly dressing; as he left the bathroom, he accidentally bumped into a small goldfish bowl and it smashed onto the floor in pieces; to save the fish's survival, he carefully picked up the floundering fish and placed it in the bathtub water - now miraculously clear (and a safe environment for the fish to survive) due to changes Murdoch unconsciously made to the water without his knowledge
• [Note: there were metaphoric parallels to be drawn between the trapped unnatural life of the goldfish in a bowl, and the lives of the inhabitants in the controlled environment of "Dark City."]
• in a suitcase (with the initials K.H.) filled with clothes, he also found a colorful postcard: "Greetings from Shell Beach"; Murdoch had his first of many frequent flashes and fragments of childhood memories, of being with his family in a coastal town named Shell Beach; his sole quest in life became to discover this missing past
• he received a frantic phone call just after midnight from Dr. Daniel Schreber (Kiefer Sutherland) speaking from a phone booth, with the film's first lines of dialogue, spoken with breathless gasps and pauses; Murdoch was essentially told about his dilemma regarding his total amnesia, caused by his premature awakening in the middle of the night during a memory-swapping, "tuning" event; somehow, an experimental process had been interrupted and Murdoch now had no memories at all: ("You are confused, aren't you? Frightened. That's all right. I can help you...I am a doctor. Now, you must listen to me. You have lost your memory. There was an experiment. Something went wrong. Your memory was erased. Do you understand me?"); with aborted and erased memories, Murdoch was rightfully confused; Schreber urged him to flee immediately into the dark city from those in pursuit: ("Just listen. There are people coming for you even as we speak. You must not let them find you. You must leave now"); Dr. Schreber warned that Murdoch was now being pursued as a wanted man and accused of committing a series of brutal crimes

Murdered Call Girl Discovered in Murdoch's Room - With Mysterious Spiral-Shaped Stab Wounds From a Bloody Knife

• as he struggled to make sense of the call, Murdoch stumbled around his hotel room and noticed a ritualistically-murdered, half-naked and mutilated call-girl on the floor with spiral-shaped stab wounds, and a bloody knife; Murdoch went on the run from his hotel room (# 614) down the stairs, as he turned and noticed a group of three pale, bald, malevolent trenchcoat-wearing, wide brim-hatted Strangers emerging from the elevator; he successfully evaded and escaped their notice
• it was just on the stroke of midnight, and in the downstairs lobby, Murdoch observed a number of comatose (or unconscious) individuals seated around and in a phone booth; suddenly everyone revived at the chime of a clock bell, including the desk-clerk manager (Ritchie Singer) who warned Murdoch that he had overstayed his three week visit, and needed to pay up: ("You only paid for 3 weeks and they was up 10 minutes ago") [Note: The significance of Room 614 - John 6:14 referred to the appearance of a miracle-worker or "Prophet"]; Murdoch fled from the hotel

Hotel's Desk Manager-Clerk (Ritchie Singer) - Warning Murdoch About Paying Up

Murdoch to Desk Clerk: "I've been here 3 weeks?"

Hotel Guest Register Showing Murdoch's Name

• when the desk clerk entered Murdoch's room, he was confronted by a group of trench-coated individuals with special powers (telepathy and telekinesis), demanding to know Murdoch's location; when he answered that Murdoch left 5 minutes earlier, the Strangers put the desk clerk to "sleep"
• sultry nightclub chanteuse and the film's femme fatale Emma Murdoch (Jennifer Connelly, dubbed for singing by Anita Kelsey) was introduced performing the song "Sway" - a popular Dean Martin song in the mid-1950s: ("When marimba rhythms start to play Dance with me Make me sway Like a lazy ocean hugs the shore Hold me close Sway me more Like a flower bending in the breeze Bend with me Sway with ease When we dance you have a way with me Stay with me Sway with me"); after her number, she was summoned to speak to her "husband's doctor" - Dr. Daniel Schreber - who had left his business card
• Murdoch's estranged/separated wife Emma met with "her husband's doctor" in his office - a hunched over, slightly-crippled psychiatrist Dr. Schreber with stunted speech and a deformed right eye; there was the implication that Murdoch was like the rat in Schreber's crude, experimental desktop-sized maze model [Note: the circular rat maze was a metaphoric microcosm of the "Dark City" itself]
• she had never heard mention of the doctor's name, although Schreber explained how John had been a frequent patient "grappling with feelings of betrayal stemming from your marital difficulties"; it was claimed that three weeks earlier, John had angrily packed up a suitcase and separated from her due to their "marital difficulties" and feelings of "betrayal"; apparently, after she had told him that she had an affair, he abruptly broke up with her and stormed out of their apartment
• Schreber diagnosed that John was suffering from delusions, complete memory loss, and a psychotic break and could potentially be violent; he was "searching for himself" and that Schreber must now be "the first one to reach him"

World-Weary Police Inspector Frank Bumstead (William Hurt)

Assistant Cop Husselbeck (Mitchell Butel)

• after leaving his hotel, Murdoch was pursued and tracked in the nightmarish, retro 40s-style futuristic city underworld (that was perpetually dark and at nighttime, due to the angled "dark city") by both the police and the Strangers
• world-weary and pensive Police Inspector Frank Bumstead (William Hurt) was called upon to investigate the hotel room crime scene (with a murdered call girl, now the 6th in a series); at the front desk of Murdoch's hotel, he questioned a different clerk - black man (Edward Grant), and was ushered to Room 614 where he met talkative assistant cop Husselbeck (Mitchell Butel); Bumstead had apparently replaced his conspiracy-theorist colleague Detective Eddie Walenski (Colin Friels) who had become insanely paranoid and unbalanced (the "heebie-jeebies") and had been removed from the serial killer case - and was to be committed to an institution
• meanwhile, the disoriented Murdoch entered an all-night Automat diner where he attempted to retrieve his left-behind wallet that he had earlier been notified about; he noticed a smiling and friendly, cool blonde hooker named May (Melissa George) at the Automat's entrance; to his own surprise, through his own psycho-kinetic mental strength, Murdoch was able to snap open the locked automat door to retrieve his wallet inside; the hooker befriended Murdoch and led him away from two inquisitive and suspicious beat cops (Alan Cinis and Bill Highfield) inside the Automat, and took him to her upstairs apartment

Entrance to Automat	Cool Blonde Hooker May (Melissa George)	Murdoch's Wallet in One of the Compartments
Snapping Open the Automat's Door With His Wallet	Two Suspicious Cops	May's Rescue of John Murdoch

• at the hotel crime scene, Det. Bumstead followed the spiral stab wound pattern on the corpse: ("Round and round she goes. Where she stops? Nobody knows") - it was the 6th hooker homicide; Bumstead was also puzzled: "What kind of killer do you think stops to save a dying fish?"; the Chief Inspector remarked: "This killer's been running circles around us, thanks to Walenski" - another circle reference; suddenly, the insane Detective Walenski barged into the hotel room shouting out a conspiracy theory: "They're watching us!...There's no way out!...God, can'quo;t you see?!" Walenski was apprehended; shortly later, Det. Bumstead entered the Detective's office, and saw it littered with papers
• Emma arrived in the same police department to file a "missing persons" report on her husband to whom she had been married for four years, but now had walked out on her; in Det. Bumstead's office, she described her relation to Murdoch, as she nervously touched her wedding ring

The Names of the Six Previous Serial Killer Homicide Victims - Each With Similar Spiraling Stab Wound Patterns

• she was upset and immediately left the office after learning that her husband was a possible murder suspect for "all of them" - all of the detective's six recent homicide cases - shown to her in a list on a typed piece of paper
• meanwhile, as May stripped down naked in her apartment, Murdoch perused through his retrieved wallet to find a picture of his wife Emma and his Driver's License ID (that confirmed his name); he told May that his name was appropriately "John," and creepily asked: "What you do seems kind of dangerous right now. I mean, how do you know I'm not the killer?"; she answered: "You don’t seem like the killer type"; after he caught a quick glimpse of May's young daughter with a stuffed teddy bear, he abruptly left without having a sexual encounter with her

Murdoch With Prostitute May: "What you do seems kind of dangerous right now. I mean, how do you know I'm not the killer?"

• Murdoch fled to search out the Shell Beach in the postcard found in his suitcase; as he stood before a rusting, creaky billboard, beckoning "Come to Shell Beach - The Water is Fine" with a bathing beauty's waving right arm, he pulled a wad of newspaper clippings from his coat pocket about the serial killer at large: ("KILLER STRIKES AGAIN!")
• at the same time, he was approached by the black-coated Strangers from the hotel who condemned him for his "unpleasant nature"; one of them named Mr. Hand (Richard O'Brien) tried the command: "Sleep now!", but discovered that it was ineffective; Murdoch had inexplicably acquired their power to "tune"; as they pulled out knives to attack, he weakened the floorboards underneath them and sent some of them to their deaths in the billboard's series of pulleys, gears, and ropes beneath the wooden platform; Mr. Quick's (Frederick Miragliotta) skull-cap was sliced off by the waving arm of the Shell Beach billboard - the most vulnerable part of the alien structure, and he quickly died (with spindly parasites emerging from his brain)
• afterwards, in the underground world where they lived, the malevolent alien beings with a collective hive consciousness who were known as Strangers assembled for a group meeting; they were alerted to the danger that Murdoch posed for them ("This man is dangerous. It is said he is able to tune") during their group-hive meeting; one of the lead Strangers explained their dilemma to the group - Murdoch had become an anomaly after he inadvertently awakened during one midnight 'tuning' imprinting procedure, and since then, he was struggling and at a loss to understand who he was: ("On occasion the imprinting does not take. They behave erratically when they awaken. We find them wandering like lost children"); Mr. Book (Ian Richardson) issued orders to seize Murdoch: "We can know nothing until we possess him....We must have this man"

The Strangers (With a Collective Hive Consciousness) in an Underground Meeting - They Were Averse to Moisture and Light
Mr. Hand (Richard O'Brien) - Commander in the Field	Mr. Book (Ian Richardson) - The Hive-Group Leader

• [Note: The Strangers resembled the vampirish Count Orlok in F.W. Murnau's Nosferatu: A Symphony of Horror (1922), or the Cenobites in the Hellraiser series. The Strangers were part of an endangered and dying race of fiendish alien parasites who had abandoned their own world to seek a cure for their own mortality. The Strangers had been using their telekinetic "tuning" powers to secretly control the city; the 'dark city' was revealed to be an experiment set up by the endangered aliens to alter reality in their determination to understand the nature of the human soul by manipulatively treating humans as guinea pigs or experimental rats; they transplanted false memories each night into the inhabitants of the city; the aliens later were found to be inhabiting (or wearing human corpses) to disguise themselves; through their experiments and their group or "hive" minds, they were attempting to discover insights that would help their race survive; during their mass "tunings," they would stop time (at midnight) - when subjects were made to go comatose (or unconscious); they could then completely alter and transform reality.]
• off-screen, after leaving Det. Bumstead's office, he offered to drive her home to her apartment; as they pulled up, she asked: "Do you really think my husband could be capable of committing those murders?"; once she entered, John surprised Emma inside, but avowed that he was there only because he found the keys in his pocket: ("I assume I live here"), and he didn't know her: "You supposed to be my wife?"; she was shocked: "You really - don't know who I am, do you?"; he admitted that he was living a "nightmare"; she urged him to see his psychiatrist Dr. Schreber, although he asked: "Why was I seeing a doctor?"; she informed him: "I had an affair. You were angry at me"; Murdoch DID know that he was a suspect for six previous homicidal ritualistic murders of streetwalkers and was on the run, but professed he was the "wrong" man: "Maybe I have lost my mind, but whoever I am, I'm still me and I'm not a killer"; she vowed that she believed him
• in the hallway, gun-wielding Inspector Bumstead stopped Murdoch, who vainly tried to flee, and then explained how he was being pursued by a group of men, but then gave up: "Who's gonna listen to a madman?" before he was able to flee down a tall stairway (due to Emma's help and his own 'tuning' ability to create a doorway and then block his exit)
• Murdoch escaped in a cab with a driver (Justin Monjo) who had a glass Shell Beach snow-globe souvenir on his dashboard, and although he claimed that he had spent his honeymoon there, he struggled with providing directions to get there
• during Murdoch's flight, he dropped Dr. Schreber's business card - it led Det. Bumstead to briefly speak to the doctor; after their visit, the puzzled Bumstead summarized that he didn't regard Murdoch as a viable suspect: "I've met quite a few murderers in the course of my work. Murdoch doesn't strike me as one"; Bumstead did suspect, however, that the shady Schreber was concealing information from him
• in a local men's bath/spa, Dr. Schreber, the Strangers' human helper, was confronted by a threatening Mr. Hand, carrying Schreber's syringe found in Murdoch's hotel room; the Stranger revealed how he and his kind hated moisture: ("You know uncomfortable we find all this moisture")

Dr. Schreber Nervously Confessing to Mr. Hand in the Men's Spa That He Had Fouled Up Murdoch's Imprinting

• Schreber nervously confessed that he hadn't reported in as usual, and had fouled up Murdoch's imprinting, resulting in his loss of most of his memories; while injecting or imprinting him with the memories of a serial killer, Murdoch had inadvertently woken up and interrupted their midnight take-over process, knocked the syringe from his hand, and had strangely acquired the Strangers' own superpower ability to "tune" (alter reality at will): "I tried to imprint him, but he woke up, he knocked the syringe right out of my hand. I tried to stop him but he was too fast"; Schreber was ordered to produce another complete template of Murdoch's original memory imprint for their nefarious purposes, and promised that he would be contacted again after the scheduled midnight 'tuning'
• meanwhile, Inspector Bumstead visited at the house of his crazed colleague Inspector Walenski and his frail and worried wife Kate (Maureen O'Shaughnessy); Walenski had gone completely insane, spending his time writing on his walls and ceiling, and discovering the truth about things - about how he was truly unable to get out of the city, and that the Strangers were creating, unraveling and destroying his memories and identities: ("I've just been spending time on the subway, riding in circles. Thinking in circles. There's no way out"); as with Murdoch, he revealed that he didn't know his wife: ("I don't know who she is. I don't know who any of us are"); he had also realized that all of his past memories were completely unreal, and Bumstead's current case didn't even exist: ("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!...There is no case. There never was! It's all just a big joke! It's a joke!"); he had figured out that all of the humans in the city were regularly being implanted with false memories

Walenski to Bumstead: "It's all just a big joke! It's a joke!"

• Murdoch had listened to Schreber's conversation with Mr. Hand in the men's spa, and learned that Schreber had been conspiring with the Strangers to switch memories and identities each midnight; thus, the Strangers were searching for Murdoch because he had disruptively acquired their extraordinary powers; Murdoch was trailing Schreber and watched as the doctor used his own 'tuning' ability to create a doorway through a brick wall leading to the Strangers' lair
• in the next sequence, the Strangers were shown working and living underground to manufacture items that bolstered their illusions of a past that didn't exist; on an assembly line, the aliens were told by an announcer: "Tonight's requirements are 12 family photo albums, 9 personal diaries, 17 love letters, assorted childhood photographs, 26 wallets, ID's and social security cards"; Dr. Schreber assisted in concocting various test tubes of ingredients for imprint injections, and smelled one of them: "What is it? The recollections of a great lover? A catalog of conquests?...A touch of unhappy childhood...A dash of teenage rebellion....a tragic death in the family"
• and then, during an intense interrogation of Schreber in the Strangers' lair, Mr. Book was upset that the doctor had failed them and had set Murdoch loose to disrupt their plans; Schreber tried to deflect blame and explain how Murdoch might be the evolutionary answer to their search: "Maybe he's a step up the evolutionary ladder. A-A freak of nature. He's adapting to survive. What do you expect?"
• Schreber speculated about the reason why the Strangers had taken over the dark city; due to the fact that they had only collective memories and a hive-mentality, they were desperately questing for the secrets of humanity (with its unique human identities and individualities) that they believed existed within the individual human soul; most of all, they were hoping that they could assimilate those qualities for themselves through their imprinting experiments: "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"
• as midnight approached, the hour at which time was stopped and imprinting occurred (signaled by a clock's chiming), the hive gathered together, to see to it that the memories and identities of the city's inhabitants were properly reprogrammed and changed; all signs of human life went unconscious or comatose just before the mass "tuning" transformations occurred; by the aliens' will alone, they could also change the physical layout and landscape of the city, by literally melting buildings and replacing them with new emerging structures

The Underworld's Gigantic Machine	The Collective Hive-Consciousness	The Strangers Assembling Together at Midnight
The Mass 'Tuning' Event - Time For Imprinting and Altering Reality	Mr. Book Supervising and Ordering: "Let the tuning commence!"	Changes in the Physical Layout of the Dark City

• Murdoch was awake and unaffected by the changes at midnight, but was unable to awaken anyone else, including a lifeless couple sleeping in their vehicle ("Wake up!"); he watched as the miraculous metamorphoses took place
• he observed as Schreber oversaw the transformation of one lower-class, impoverished tenement-building couple, Jeremy and Sylvia Goodwin (Terry Bader and Rosie Traynor) and their children Jane and little Matthew (Naomi van der Velden and Eliot Paton), who were instantly converted into high-class rich snobs overnight as a result of Dr. Schreber's meddlings and injections from a syringe; their modest dining table (seen in an overhead view) was newly-lengthened and upgraded under a chandelier: (Schreber's commentary: "The rich get richer. Probably have maid's quarters before the night is through")

Murdoch Watched as Dr. Schreber Upgraded the Social Class Identity of a Middle-Class Couple With Imprinting Syringe Injections

• outdoors once the doctor finished his social engineering task, Murdoch loudly and angrily confronted the sniveling Dr. Schreber, asking: "What is happening here? Why is everyone asleep?...Why can't I remember anything? What have you done to me?...I want some answers now! Who are they? Why are they trying to kill me? Answer me!"; as Murdoch grabbed Schreber's coat lapels and demanded answers, his "tuning" power kicked in, and Schreber was repelled several yards backwards onto his back; Schreber marveled at Murdoch's power: "You have their power. You can make things happen by will alone. They call it tuning. That is how they make the buildings change. Just now you acted out of self-defense. A reflex"

Murdoch Confronting Dr. Schreber: "Why are they trying to kill me?"

Dr. Schreber's Stunned Reaction to Being Repelled Backwards by Murdoch: "You have their power"

• the ingratiating Dr. Schreber offered to kow-tow to Murdoch: "But I can teach you to control your power consciously. Let me help you, John. Together we can stop them. We can take the city back"; as Murdoch fled with the approach of the Strangers, the tuning event ended and the progress of time returned - everyone reawakened and life went back to normal
• at her nightclub gig, Emma sang "The Night Has 1000 Eyes," as Inspector Bumstead stared at her from a distance in the bar area: ("'Cause the night Has a thousand eyes And a thousand eyes Can't tell, but see If you are true to me So remember When you tell those little white lies That the night has a thousand eyes A thousand eyes")
• during the Strangers' evaluation of the previous night's 'tuning,' Mr. Book learned that the process was rendered incomplete on Avenue M of the city due to "a lack of control" - attributed to Murdoch's "opposing influence on the machines"; Mr. Book surmised: "He's becoming like us. So we must become like him"; Mr. Hand took a sacrificial risk and volunteered to be injected with Murdoch's original memory imprint (as the Strangers' "only option"), to help predict Murdoch's location and track him down: ("Everywhere he goes, everyone he seeks out will be known to us. And as he follows the clues, so shall we follow the memories"); Mr. Hand experienced a rush of Murdoch's memories going back to his childhood - known as "The life and times of John Murdoch, Volume 2" - memories that even Murdoch did not possess!

A Rush of Murdoch's Original But Lost Childhood Memories into Mr. Hand's Memory, Who Afterwards Remarked: "I have John Murdoch in mind"

• other flashes of induced memories extended toward the present when Murdoch fell in love with Emma, but also included a bloody encounter with a prostitute; Mr. Hand creepily noted to Mr. Book: "I have John Murdoch in mind"

More Recent Memories with Murdoch Replayed (Including the Induced Memory of Murdering Prostitute May)

• Murdoch read the back of the colorful Shell Beach postcard from his suitcase: "Johnny - I found this postcard among your mother's things. Brings back memories, doesn't it? Stop by sometime. We'll see if we can't hook ourselves another mermaid. Love to Emma. Karl"; Karl Harris (with K.H. initials on the suitcase) was John's uncle who raised the orphaned boy after a destructive beach house-fire; Murdoch proceeded to a phone booth and its phone directory to look up Karl Harris, and found his listing on Avenue C
• at a news-stand, Murdoch asked for directions and noticed that the newspaper stand vendor (Ritchie Singer), who claimed he was a 25 year employee there, was the same individual who demanded John's overdue payment at the hotel desk in the film's opening - it was clear evidence of the tampering with identities by the Strangers' during tuning events; Murdoch was directed by the vendor to the subway
• meanwhile in their pursuit of Murdoch, the Strangers led by the terminally-decaying Mr. Hand visited prostitute May and threatened her: "We're looking for John Murdoch"; when it appeared to be a dead-end (she had no idea where Murdoch had gone), Mr. Hand suggested a better strategy to find Murdoch: ("If I were Murdoch, I would remember how my wife had hurt me by sleeping with another man"); in his Murdoch memory bank, Mr. Hand experienced a flash-view of Emma being unfaithful with someone else; to retaliate, the Strangers decided that they could murder May and then pin her killing and mutilation on Murdoch to hurt Emma - he pulled out his knife to kill her (off-screen)
• at the same time, Murdoch was on a Blue Line subway car, where he noticed that "Shell Beach" was pictured on a map on the coast, and was at the end of the Green Line on the Met-Rail subway system; but after he changed trains to the Green Line, he frustratingly couldn't find any way to reach his destination; he noticed that the Express Line to Shell Beach avoided stopping at the connecting Green Line station
• a disheveled bum at the station, actually ex-cop Detective Walenski, offered his interpretation of what was happening to the "dark city" - similar to what had happened to Murdoch: "There’s no way out, you know? You can’t get out of the city. Believe me, I’ve tried....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, till no one knows who they are anymore....Once in a while, one of us wakes up while they're changing things. It's not supposed to happen, but it does. It happened to me. They'll come looking for you, Murdoch, just like they'll come looking for me. But that's OK. I figured a way out" - and then he suicidally threw himself in front of one of the trains
• Mr. Hand had decided he would stalk after Emma; he found her seated by a canal waterway (where coincidentally John and Emma had first met); he hinted that he was an alien who didn't have his own individual memories, and was looking for "something different, something better": ("Imagine a life alien to yours in which your memories were not your own but those shared by every other of your kind. Imagine the torment of such an existence, no experiences to call your own"); Mr. Hand was beginning to show a personal fascination with Emma, and manipulatively used some of Murdoch's own words and memories as a young boy about a lit-up ferry ("like a floating birthday cake") to entice her to believe in him
• Murdoch arrived at Avenue C - the location of his long-lost uncle Karl Harris (John Bluthal), who lived in an aquarium known as Neptune's Kingdom
• at the same time, outside the Automat, Emma (while searching for her lost husband) was irresistibly prompted and drawn to climb the stairs to prostitute May's apartment where earlier, Murdoch had been enticed by her; inside, she encountered Det. Bumstead, who was tailing after her; both discovered May's dead and mutilated body (with spiral designs); in their discussion, she claimed John had told her that he had come there to test himself (about whether he had murderous instincts); now, she was unsure about everything; the two found May's young daughter hiding under a bed, with a drawing confirming that the Strangers, not Murdoch, had stabbed her mother to death

Prostitute May's Murder - Witnessed by Her Young Daughter

• simultaneously, Murdoch broke into the locked and gated aquarium entrance and located Karl living inside, who was defending himself with a shotgun; together they viewed a slideshow of pictures taken at Murdoch's supposed boyhood home at Shell Beach where he grew up with his family; as it was with Walenski, Karl admitted that he could not remember how to navigate to Shell Beach; the slides were a replay of many of the images that had been transferred into Mr. Hand's memory; John learned that his parents had died in a beach house-fire and that afterwards, Karl took care of him as an orphaned young boy; however, Murdoch distrusted the pictures and called them falsified memories ("all lies"); a tell-tale burn-scar on his arm in one of the pictures did not truly exist presently; he believed that everything about Shell Beach and other images had solely been planted in his mind by the aliens
• afterwards, as Inspector Bumstead was taking Emma back to her place, she noticed a decorative accordion in his car's back seat, but he couldn't recall when his recently-deceased mother had gifted it to him: ("I keep it with me to remind me of her....It's a funny thing, though. I can't remember when she gave it to me. How do you think I could forget a thing like that?"); Emma asked the film's most pointed question about the past: "What's happening, Inspector?"; he answered: "I'm not sure I know anymore"
• shortly later, as Karl was showing Murdoch his old room when they lived together, Murdoch wondered where the day had gone - it was still dark and nighttime: ("How can it be night already? What happened to the day? How’d I miss it?"); as Murdoch looked around the room and found his childhood Guidebook he had created years earlier about Shell Beach (strangely with only blank pages), Karl was secretly phoning Emma who had just arrived back at her house after being driven there by the Inspector; Karl shared information on John's location and his peculiar delusional behavior: ("He's here, he's acting mighty peculiar"); Emma admitted she would be there soon to pick him up: "I know, he's not himself. Keep him there and I'll be right over"; the call also alerted both Det. Bumstead and Mr. Hand to Murdoch's location
• at that very moment, midnight struck again and the "tuning" process commenced; Murdoch found the ominous Strangers now attempting to capture him; to avoid them, he raced across rooftops while pursued by the group of Strangers as buildings and landscapes were emerging and changing around them; Mr. Hand appeared in front of him and cautioned him: "Mr. Murdoch, you've been the cause of much distress"; Murdoch punched out Hand, stole his knife, and threatened Hand at knife-point to explain himself
• the Stranger told Murdoch to quit evading them since they already had the upper hand, and had been creating false memories for decades: "There's no need for this. There's no escape. The city's ours. We made it"; he explained their motivation to change the city each night: "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....about you, Mr. Murdoch, you and your fellow inhabitants, what makes you human....We need to be like you"; Mr. Hand revealed that he knew all of Murdoch's falsified personal memories: ("I remember that which you do not, what you've been missing. The ocean, yes, running along the waves as a child, meeting Emma at the river. That first kiss that followed"), and then grotesquely added: "We use your dead as vessels"
• the unpredictable growth of a new roof under them separated the two of them, and Murdoch was forced to catch his fall by grabbing onto a fire escape railing; he watched as one Stranger was crushed between two moving buildings; Murdoch fled through a EXIT doorway leading to nowhere, and found himself clinging by his fingers from the edge of the building; he was ultimately able to evade the Strangers and save his life when the 'tuning' event ended; when cornered, Inspector Bumstead came to Murdoch's rescue by pulling up in his vehicle, and as they sped off, Murdoch gratefully hugged Emma in the front seat
• back at police headquarters, Murdoch was grilled by Bumstead about his confused state and his many alibis and confusions: "I have this jigsaw puzzle in front of my face and every time I try to rearrange the pieces, it still doesn't make any sense"; Murdoch had no answers for why Bumstead had in his possession a copy of Murdoch's childhood Guidebook to Shell Beach (this time with colored pages); Murdoch decided to ask two crucial questions of his own: (1) "You heard of a place called Shell Beach?...You know how to get there?", but Bumstead couldn't remember its location, and (2) "When was the last time you remember seeing it [daylight]?"; Murdoch mentioned how it seemed like the nights never seemed to end in the city: " I don't think the sun even exists in this place"
• Murdoch had realized that the Strangers were controlling everything, and that his two concerns were problems for everyone: "It's not just me. It's all of us. They're doing something to all of us"; Bumstead was troubled: "There has to be an explanation"; Murdoch also demonstrated his telekinetic powers by floating his Shell Beach guidebook in the air
• in a conversation with Emma through a plate-glass window, Murdoch told her that her memory of having an affair was only a manufactured, lab-crafted fake memory implanted in her: ("You didn't do it...I don't believe it ever happened"); he even went so far as to question whether they were really husband and wife: "What if we never knew each other before now?" and that all of their memories might never have happened; after Emma vowed that she loved him: "I love you, John. You can’t fake something like that," John used his "tuning" powers to shatter the window dividing them, and they kissed to show their love for each other
• by the time the pursuing Strangers arrived at the police station and put everyone to sleep (plus murdered the police chief), Murdoch and Bumstead had already left; the two kidnapped Dr. Schreber at the local spa, and forced him at gunpoint to take them to Shell Beach; on their quest to the beach while rowing a boat on the canal, Dr. Schreber reiterated to them the voice-over quote (in the theatrical version) that opened the film - with further already-established details about how John had been given the memories of a "serial killer" as an experiment:

  "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? This business of you being a killer was an unhappy coincidence. You have had dozens of lives before now. You just happened to wake up while I was imprinting you with this one.... It is our capacity for individuality, our souls that makes us different from them. They think they can find the human soul if they understand how our memories work. All they have are collective memories. They share one group mind. They’re dying, you see? Their entire race is on the brink of extinction. They think we can save them."
  
  "You are different, John. You resisted my attempt to imprint you. Somehow you have developed their ability to tune. That is how they change things. That is how they built this city. They have machines buried deep beneath the surface that allow them to focus their telepathic energies. They control everything here, even the sun. That's why it's always dark. They can't stand the light."

• and then Schreber described why he had been singled out and chosen to help the aliens in their diabolical plan, as an "artist":

"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. Ah! Ah! Can you imagine what it is like being forced to erase your own past?"

• Murdoch was also informed that everyone's past history was non-existent, as well as mementos, such as his guidebook with drawings: "You still don't understand, John. You were never a boy, not in this place. Your entire history is an illusion, a fabrication, as it is with all of us. You made those drawings happen with your gift"
• simultaneously, Mr. Hand confronted Emma after her release from police custody, and threatened to remake her as a new individual named Anna, but first he kidnapped her and took her as his captive hostage
• Murdoch's quest for the mythic Shell Beach with Schreber and Bumstead ended up coming upon a fake beach billboard plastered on a brick wall at the edge of the city - Dr. Schreber explained: "There is no ocean, John. There is nothing beyond the city. The only place home exists is in your head"; frustrated by the dead end, Bumstead and Murdoch grabbed crowbars and attempted to bash through the brick wall; the hole revealed that the 'dark city' existed as a contained force-field environment in the vast void of starry outer space; Murdoch was confronted by a group of the Strangers led by Mr. Hand ("And now you know the truth!")

Bumstead and Murdoch Breaking Through the Wall and Discovering They Were Floating in Outer Space - Bumstead and One of the Strangers Were Ejected Through the Hole

• during a physical struggle, Bumstead and Mr. Wall (Bruce Spence) were ejected through the hole and drifted off into space, revealing a better view of the floating "dark city" (a gigantic space-ship); Mr. Hand forced Murdoch to surrender by threatening to kill Emma; Murdoch allowed himself to be put to sleep, and was transported into the underworld for a new "final phase" research experiment; the other human subject testing no longer needed to be observed
• although the masses declared that Murdoch must die, Mr. Book declared that while the "evolved" Murdoch was powerful and dangerous, he must be implanted with the Strangers' collective memories to become one of them, to enable him to share his secret of human individuality with them: ("He can also lead us to what we seek. What the doctor calls the soul....It is time to be one with John Murdoch"); Dr. Schreber was ordered to implement the exchange, but Dr. Schreber cleverly betrayed the Strangers; Mr. Book didn't notice how Dr. Schreber deftly switched syringes and implanted memories other than the collective memories of the Strangers into Murdoch's mind

Captive Murdoch Put to Sleep In Underworld For a New "Final Phase" Imprinting	Dr. Schreber's Switching of Syringes During the Implantation	The Rush of Childhood Memories Into Murdoch's Mind After the Injection
Dr. Schreber Had Also Been Inserted into John's Memories to Teach Him to "Prevail"

• as the memories rushed into his consciousness, it was clear that the Doctor had inserted childhood memories of John's early life, but in this case, he had also included himself as a character in John's childhood who would provide specific training: ("All of these memories have been fabricated to teach you about the Strangers...You will find strength within yourself and you will prevail") - to teach John how to fully utilize and control his superpowers and abilities, and learn how to fight the Strangers and defeat their machines
• after awakening, Murdoch engaged in a one-on-one stand-off against their advanced leader Mr. Book, illustrated by destructive flashes of lightning between their two minds; Murdoch was able to eventually destroy the underground world and machines of the Strangers and defeat Mr. Book after a psychokinetic, aerial battle of massive proportions that ended up high above the city; he was able to repel a knife thrown at his forehead, and reverse its direction back toward Mr. Book's chest, whose body then struck a major water tower explosion that marked the end of most of the Strangers; as Mr. Book met his demise, a growling red parasite emerged from his mouth
• Dr. Schreber congratulated Murdoch for his overwhelming victory: "I knew you could do it, John. You have their power now. You control their machines"; but then, Murdoch learned from Schreber that Emma had been re-imprinted with a new identity as a theater ticket clerk named Anna and wouldn't know him (and couldn't be changed due to his destroyed memory storage lab facility); Murdoch was determined - as a god-like being - to create a new world with his awesome powers ("I can make these machines do anything I want. Make this world anything I want it to be. Just so long as I concentrate hard enough")
• Murdoch then began using his unique powers to 'recreate' his dreamy past of Shell Beach by flooding the area within the force field with water and forming mountains and beaches surrounding the city; he was able to reestablish the ocean and coastal areas
• the Fremont movie theater where Anna worked as a ticket clerk had been showing "The Evil," but "Coming Soon" would be featuring "Book of Dreams"; at the end of her shift, she boarded a bus to "SHELL BEACH"
• Murdoch continued to modify the landscape by creating a promontory stretching out into the ocean with a lighthouse on top and its revolving searchlight - the eponymous Shell Beach; Murdoch was interrupted for one final conversation with Mr. Hand, who suddenly appeared from the shadows and asked what John was doing; John answered that he was "just making a few little changes around here, is all"; Mr. Hand admitted that he was dying from having been implanted with Murdoch's memories: "Your imprint is not agreeable with my kind. But I wanted to know what it was like, how you feel"; Murdoch reminded Mr. Hand that his implanted memories were not his, but that they were all manufactured and fake, and advised that the aliens had been looking in the wrong place all along for the secret of humanity: "You wanted to know what it was about us that made us human. Well, you're not going to find it - in here. (He pointed to the middle of his forehead) You went looking in the wrong place"

Encounter With Last Remaining Stranger, Mr. Hand

Murdoch to Mr. Hand: "You're not going to find it - in here"

Tilting the City Toward Sunlight from a Star

• as Murdoch turned away, he continued to improve and modify the entire city by tilting it to bring sunlight and warmth from a star; as he opened a door that led out of the city, Mr. Hand was blinded by a sudden burst of sunlight; Murdoch was able to vanquish any remaining Strangers who were hiding or may have retreated underground and would die from light exposure
• the open door led John onto a long pier over the sparkling ocean that touched a white-clouded blue sky in the distance; he was reunited with Emma in the bright sunlight at the far end of the pier; however, with new memories and identity as a woman now named Anna, she had no recollections of his old identity. They strolled together down the pier in search of Shell Beach to restart their relationship:

  Anna: It's so beautiful here. So bright.
  John: Do you know if Shell Beach is around here?
  Anna: I think that's it just over there. I'm headed that way myself. Would you like to join me?
  John: Sure.
  Anna: I'm Anna, by the way. What's your name?
  John: John, John Murdoch.

Anna and John Meeting on a Sunny Pier Near Shell Beach