If all City of Ghosts was was a travelogue of postwar Cambodia it would be an accomplishment, but it is in its own way a well built film noir in a very unusual, very appropriate setting. Dillon's character goes to Cambodia to collect money from a real estate scam artist. Like the best noirs, what he finds has more to do with who he is than with any money.

Dillon is strong as the stories jaded, soiled hero. James Caan and Stellen Skarsgaard support well as the con men. And Gerard Depardieu provides strong support as a man who has apparently adjusted to living in hell. The movie starts a touch slowly but be patient. It's worth it. There isn't a lot of violence in this movie but what there is is fairly shocking.

Matt Dillon makes his directorial debut with "City of Ghosts", the moody tale of Jimmy Cremmins, a con man seeking redemption in Cambodia. Dillon's was the first film to be shot in Cambodia since the 1960s, and the unfamiliar setting contributes much to the movie's allure. "City of Ghosts" has a remarkable look and feel that lend it resonance and lead one to anticipate Dillon's further outings as a director.

The actors fit nicely into their roles and deliver strong performances. Sereyvuth Kem, a real-life Cambodian cyclo driver, leaves a lasting impression as Jimmy's loyal friend Sok. The film's soundtrack- a heady international collection of pop music mixed with Tyler Bates' evocative score - adds another layer to the already-rich atmosphere. Stick around during the end credits for some of the best exit music in recent memory.

City of Ghosts is a exotic mystery that positively oozes atmosphere. The Cambodian setting really amounts to another character in the film, and it's obvious that Matt Dillon has a real love of the country and the people. Dillon's direction and Jim Denault's cinematography do a marvelous job capturing the quirky and sometimes mystical nuances of this part of the world. Little details are woven into the scenes that really reminded me of what it's like to travel there.

Dillon did nearly everything right in tackling his first directing project. He picked an underused and exotic locale, a good production crew, and surrounded himself with top-notch, veteran acting talent. Depardieu, Caan, and especially Skarsgard do a terrific work bringing to life their shady characters. Newcomer Kem Sereyvuth does a nice job playing Dillon's taxi driver/savior Sok. Dillon's character Jimmy, ironically, is probably the least interesting of the bunch. But Dillon as always gets through on his amazing good looks, and has enough acting chops to not embarrass himself. The same can be said for Natascha McElhone who is so gorgeous it doesn't really matter what she's saying anyway.

The film moves at a somewhat slow pace, giving the story and characters lots of time to develop. Occasionally this can be an issue - sometimes time was spent on sequences that didn't contribute much to the final story. For example the opening New York scenes could have been trimmed down quite a bit and nothing would have been lost. But this film is clearly about establishing mood, and on the whole that's exactly what it accomplishes. The mysterious music and long, lingering shots of Asian street and country life are may seem indulgent to some but I thought they worked really well.

The only part of this film that I could take any real issue with was the script. Written in the film noir who-can-you-trust style, I think it would have been better if it had been simplified a bit. Credit Dillon with making the complexities mostly work, but a few less red herrings and a more dramatic final twist would have really elevated the film. However, I enjoyed City Of Ghosts quite a bit, Dillon has distinguished himself and clearly has some interesting directorial work ahead of him if he keeps at it.

After reading some of the comments left by IMDB users I wasn't sure if I should actually waste a couple of hours by watching this film. After watching, though, I thought the comments were a little harsh.

Criticism's included under developed characters, thin plot, unexplained actions, and a poor performance by Matt Dillon. I am not, and never will be, a film studies student so I guess I am not 'qualified' to comment on any of the above, but in my own humble opinion the film progressed nicely and if people cared to watch carefully each action was easily understood.

If you can get over your immediate 'Matt Dillon, no thanks' attitude you may end up enjoying this film.

I had the opportunity to view this at a pre-screening in New York. Palm, Inc. was sponsoring the event and I was lucky enough to be invited. Given the pre-party and the potential for celebrities to attend (there were none), I was pretty hyped. Loving movies like I do, this was the one of the best of all possible worlds in which to see this movie - it didn't help.

"City of Ghosts" is Matt Dillion's first shot at directing and writing a film and it shows. The main character, Jimmy Cremming, is supposed to be this un-trusting scam artist that's been trained in it all his life. That may sound good on paper, but you have to demonstrate it on the screen and Dillion simply refused to show his character as un-sympathetic. If the character has grown up grifiting and scamming then there should be some evidence of it in his demeanor at least and there just isn't. As a result, the main character has no story arc. Although he is supposedly going through a transformation, there is no evidence of it.

None of the major characters have any depth or range to them either. James Cann walked through this role, Stellan Skarsgard does nothing but play a drunk and Natascha McElhone was nothing but eye candy. A lot of good talent that was simply wasted. There were two notable exceptions. Two actors were able to brake out of the bad script enough to create a character that you could actually care for. G?rard Depardieu plays a very funny inn keeper/bartender. His role could have been almost forgotten, yet instead Depardieu instilled such humor and compassion in his role that it's one of the more memorable. The other actor was Kem Sereyvuth, who plays Sok, the local rickshaw operator who takes a liking to Jimmy Cremming and vice versa. Sereyvuth may have been type casted a bit in his role, I don't know much about him, but his portrayal is honest and sincere. You get the feeling that they found the actor pulling a rickshaw and gave him a job. I'm sure that's not the case, but it's a testimony to his acting ability.

There is one facet of the movie that I greatly enjoyed and that was the portrayal of Cambodia. I have traveled some, but I've never been to Cambodia. Having said that, I got the feeling that I had truly traveled there. The use of music and the almost documentary style of the cinematography in the early portions of the movie transports you into another place. Hats off to Jim Denault for giving the film a distinct visual feel that gives the viewer something to chew on.

Set in Cambodia a generation after a bloody revolution and civil war, this film follows the adventures of a smalltime crook, Jimmy, who is tracking down an older man responsible for an insurance scam and who has absconded with the money. He arrives in a country full of gangsters and opportunist thieves - not knowing who to trust, he is robbed and beaten up as often as any hero of a film noir movie.

Modern Cambodia is depicted as a hell on Earth - with the exception of a rickshaw driver, Suk, the locals are shown as violent and untrustworthy. Once again a foreign locale is simply a backdrop for white villains to have a shootout. But this doesn't detract too much from a film that is in many ways a homage to "The Third Man", with Phnom Penh standing in for a ruined postwar Vienna, the Harry Lime-equivalent seedy and enigmatic, and the protagonist equally unsympathetic at first. Odd camera angles and flashback shots abound.

The love interest seems tacked on - and a reason for having a female character - but gives Jimmy an incentive to abandon his life of crime and go straight.

An interesting film, worth a look.

No Spoiler, One Sentence Review, More like a personal opinion...

" Extremely Slow Paced, T O O B O R I N G !!! "

Some people might like it, but its not for everyone...

Hey, No Offence don't hate me, because i said its boring. I'm not a film critic.

Movies are supposed to be entertaining, interesting, Artistic......

But This Isn't.

Now Then I'm Sorry for not liking this movie i don't hate it, i just didn't like it...

I'm not necessarily saying it's as good as "Casablanca", but I'm saying there are some interesting parallels. "Casablanca" is probably one of the most atmospheric and characteristic films of the 20th century. It was one of the first films to sink itself into a dreamlike setting, drawing heavily on its location: a forgotten waterhole in the desert where Western exiles slog through their lives waiting for who-knows-what. "City of Ghosts" is filled with the same dreamy, surrealistic feeling but with a layer of grime and sweat that gives it an air of realism at the same time. Hats off to rookie director Matt Dillon for not only having the guts to attempt it but to succeed.

You may hear people, including Roger Ebert, calling the plot preposterous. A white collar hustler (Dillon) flees the USA and ends up in Cambodia searching for his enigmatic mentor who seems to be neck deep in bok choi himself. Sounds sorta like "The Color of Money" meets "Apocalypse Now", huh? Why not. Even Roger Ebert said the plot is not nearly as attention grabbing as the impressive setting, cinematography and mood.

"Cityu of Ghosts" is reportedly the first major motion picture to be shot in Cambodia since the 1960s, and Dillon & his filmmaking crew didn't skimp on finding the best settings. The locations can best be summed up by a line from the film when James Caan, who is occupying the ex-governor's estate, says "What do you think?" To which someone answers, "Could use a coat of paint" and Caan fires back, "The entire country could use a coat of paint." In other words, the locations are full of majesty and grandeur but with a raw, unkempt appearance that only add to the charm.

Some of my favorite scenes were at the tavern and hotel of innkeeper Emile (Gerard Depardieu), again reminding me of Bogart's "Rick's" in Casablanca. Depardieu plays a curious character, a tough guy who kicks thugs' butts while holding a baby under one arm. Among his staff is a trained monkey who steals from the patrons while Depardieu feverishly denies the monkey's existence. Haha, pure magic! Dillon himself plays a tough but clueless American who learns the ropes fast, while Caan plays a wiser type who seems to be on the verge of insanity with his delusional ideas. Both actors deliver.

The soundtrack is also worth noting. Subtle yet memorable, particularly a recurring piece called "Dear 5" by Peter Whitehead. Look it up on Youtube if you get a chance, it will give you a decent idea of the moody, atmospheric show that's in store for you.

Like I said earlier, don't expect to be blown away by the plot. Heck, even Casablanca had a pretty linear storyline. But what matters in this film is the presentation. In addition to "Casablanca" I would compare this film to "Witness in the War Zone" (with Christopher Walken) and an excellent Taiwanese gangster/zen flick called "The Drummer".

This is one of the few sleazy films that I've seen more than once and will continue to watch every couple of years. Perhaps it's just because I love the colors in here and it's a strange movie, a strange story in an exotic locale: Cambodia. Exotic, but you wouldn't want to live there, at least the parts shown in this film!

Although showing a lot of dingy city scenes, the Cambodian scenery was fascinating. I found the story to be, too, only if to find out what was in store next for the lead character played by Matt Dillon. There are so many bizarre characters in here, nobody that you can really trust, that it keeps you on edge.

Another odd thing about this film: it's quite a mixture of international actors: Dillon and James Caan, both from the United States; Natasha Melhone from Great Britain, Gerald Depardieu from France, Stellan Skarggard from Sweden and Kem Sereyvuth from Cambodia. The latter is the only truly nice person in the whole movie, playing Dillon's faithful guide, "Sok."

The movie, which plays like a film noir, gets a bit ugly at the end but is well worth your time.

Matt Dillon co-authored, directed and starred in this medium-budget drama- thriller about a front-man (Dillon) and a con-man (Caan) connected by more than just an apprenticeship. The directing is very good, and the finished product is mostly polished and well paced. The acting is superb, with Caan, Dillon, Depardieu and Kem Sereyvuth giving memorable performances. The story line is also good, though not structurally original, and the script only fails in a few places. Part of the problem with the script may come from the fact that Dillon attempted to pack so much material into it - simultaneously making the protagonist a fully realized and sympathetic character and causing some important plot points such as those illustrating the developing romance between Dillon and McElhone to appear as little more than distracting loose threads.

Dillon and Caan have been working together since Dillon was nine years old. Both are con-artists pulling off elaborate insurance and development schemes, and Caan is Dillon's mentor. After one of these schemes goes bad, Dillon flees the US to try to find Caan in P'Nom Phen, Cambodia, where most of the story takes place. Just as Dillon manages to catch up with his mentor, things start to go much much worse, and the audience is caught in a shell game, wondering, to the end, who is conning who and how bad it might really get. All throughout this, Dillon's character is explored, developed, and grown into somebody markedly different from who he was at the beginning of the film. And the film ends up as much a character study as a thriller.

Some will likely find the lazy pace of this film grating. Others will be annoyed by the dialog-driven plot and the frequent pastiches of strangely alienating Cambodian scenery. This is a film which fits squarely in the independent art film tradition, and so, it won't appeal to most Hollywood action and crime drama fans. For my part, I was mesmerized by the soundtrack and Cambodian imagery, almost to the point that I no longer cared about the plot.

I'll look forward to Mr. Dillon's next film.

Dillon plays with a neat neo-noir style that harkens back (in a good way) to Carol Reed's "Third Man" (post-Khmer Rouge Cambodia this time instead of post-WWII Vienna). Like Reed's masterpiece, the set is littered with charmingly seedy eccentrics (Stellan Skarsgård and Gérard Depardieu--in one his best roles)--although James Caan is no Harry Lime (hard as they try with the belated enterance). I really liked the unpretentious FEEL of this movie. The suspense is there (atleast until the end) and I liked how it holds its focus despite all the subplots and chaos. The score is suitably offbeat (again, nostalgic of Anton Karas' "Third Man" zither). Cool movie.

Matt Dillon's feature directorial debut left me disappointed. While the cinematography was good and the landscapes were interesting, I did not get the feeling that many of the actors were very connected to what they were doing. Matt Dillon did not show a very strong personal connection to James Caan (nor Caan to him)-a man he traveled halfway around the world to find, essentially to tell him that he no longer desired the life he was leading. Natascha McElhone's character seemed to fall for him very suddenly, and the whole relationship seemed as though it were added just to pass some time while plot unfolded, not as a very integral part of the plot. The only real interesting character in the film was the belligerent bartender, played by Gerard Depardieu.

The movie becomes somewhat complex, but they give you few hints to sort out the facts as you go along, and you get the feeling that everyone is lying to everyone else, which simply gets annoying. I would have liked to see this drive Matt Dillon's character as crazy as it did me, but instead he keeps it pretty monotone throughout the entire film, never showing any extreme emotion despite the extreme situations he finds himself in. The result is a movie that you lose interest in before it reaches it's climax, so that when the truth is finally revealed, you no longer care.

What can I say, nobody's perfect. Mat Dillon's first attempt at directing a film is the City of Ghosts, a movie about Jimmy, a con man who's out to get his hefty share of an insurance scam in Cambodia, unaware of the dangers he is about to face.

Dillon doesn't fail to capture the beauty and culture of Cambodia, the film making is masterful. But the film is hard to follow, and that's not because the story is confusing, it's because Dillon is. City of Ghosts is like a giant puzzle that fell off the table and the pieces scattered everywhere. In fact, I even recall parts of the film that ended up having absolutely nothing to do with it later on.

If you're apologetic and have are able to pay good enough attention to the film you can see what Dillon was attempting to piece together here. The end result could have been wonderful if more effort was put into the development of the story and characters. Instead I got chunks and pieces of what was needed.

Altogether a great idea for a film, but the amateur couldn't quite finish the puzzle. Most people will have trouble respecting this film for what it is, or rather, what it could have been. 6/10

clearly an incredible waste of good actors, except for Dillon, who, since drugstore and mary, can't be taken seriously as anything other than a cartoon character or drug addled, bad tempered buffoon.

Plot unwinds like a Where's Waldo comic book, with weak contrived scenes to showcase wacky expatriate character behaviour. Sinister Vietnamese villains are laughable, especially when forced to follow an idiotic plan to - uh - be really sinister in an oriental way, I guess. James Caan should not be involved in any project that requires him to speak any other language than Bronx, and should certainly never be forced to wear a sarong.

Dillon still looks great in sunglasses, and who wasn't surprised when a privileged white love story popped up right in the middle of Saigon? Gosh I hoped he got the girl, I didn't actually watch the ending.

this movie sucked, plain and simple. pseudo storyline, random expendable characters, filmed on location (why spend the extra cash!?) in like kathmandu or something. It was just bad. I swear to God if I wasnt at Sundance when I saw this, I would have booed.

Yes the resolution of the movie was somewhat weak and contrived. But when I was sitting at the movie theater I was taken away to another place for the 2 hours that I was watching the movie. Having traveled in the third world I have to say that the movie captures perfectly the atmosphere of a place that is so far away that it could exist in another space and time as well as all the strange characters that tend to inhabit places like these. May be the movie does not do a good enough job of explaining things to those who have never visited a place with a different like Cambodia but I don't think it has to. Why do moviegoers expect the director to present everything neatly arranged on a platter? I was glad to go and see a movie that did not assume that I had no knowledge of history and no sense of what is happening in the Southeast Asia. While some of the characters may seem to be cliche I have actually met people like this while traveling. Local people are very friendly they have very tough lives but they open up in incredible ways if you try to get to know them as human beings. Part of the reason we go to movies is to be taken away. For two hours I was transported to a different world. Matt Dillon had enough sense to linger his shots to reflect the fact that times flows very differently in Cambodia. The contrast between the beauty and the serenity of Cambodia with the violence that goes there is great. I think the movie was absolutely magnificent (flawed but still beautiful)and one of the best I have seen in a long time.

Obviously Matt Dillon and James Caan only wanted a vacation in Cambodia. The insurance scam being parlayed into a casino plot is murky and confusing. There is a tremendous language barrier every time a local opens their mouth. The entire film feels like it is covered in dirt from the seedy locations depicted. Throw in some repulsive violence, a romance that goes nowhere, and a parade of quirky characters. I can't believe how many times I wanted to simply give up and hit the eject button, but managed to hang through the surprise ending that made zero sense. You have been warned, "City of Ghosts" is one to avoid, even for fans of Matt Dillon or James Caan. There are much better choices for both actors. - MERK