The notion that we live in an ever-changing world takes on an ominous, surreal new meaning in "Dark City."

Taking place in a dubious looking-glass world where buildings morph from slums into skyscrapers overnight and prisoner-citizens have their memories unknowingly wiped out every 24 hours, this film is an effectively paranoid sci-fi thriller.

Its disturbing, dream-like atmosphere brings to mind "Brazil" and "Naked Lunch," and like those sub-genre classics, it throttles the adrenal glands with its constant, unnerving suspense.

"Dark City" stars Rufus Sewell ("Cold Comfort Farm") as John Murdoch, an accused serial killer with no memory of the eccentric, brutal murders he may have committed -- or anything else in his life.

He's a man on the run not only from the police, but also from a band of spook-like supernatural beings that seemingly control everything around him in this time-displaced world that has all the geographical logic of an Escher painting.

The film opens as Murdoch wakes up in the bathtub of a run-down urban hotel. He has blood on his forehead and complete amnesia. The phone rings and a lisping, short of breath voice tells him to run for his life, as the cops bust down the door.

He doesn't know why he's running or where he can go, all that is certain is that he is panicked and his world makes no sense.

He has no idea...

We find out, through the course of the film, that he is essentially a drone in an ant farm owned by aliens who like to shake it up occasionally just to see what the ants will do.

Enter the Strangers -- pasty, bald beings in overcoats with a collective consciousness (think "The Borg" from "Star Trek" with an Edwardian fashion sense).

Soulless creatures on a quest to emulate humanity, they control "Dark City," freezing time every night to rearranging the skyline and warp every resident's mind to find out what makes us tick.

Why are they after Murdoch? Because when they turn out the lights, he's the only guy who isn't effected. Somehow he's not under they're influence and he wants to know what's going on.

This bizarre un-reality -- an amalgam of Gothic architecture, '50s costumes, "Metropolis"-inspired art direction and film noir technique -- is the creation of writer-director Alex Proyas ("The Crow"), who successfully draws his audience into this uncomfortable world.

But for all its wonderful, puzzling complexity, "Dark City" is still mostly mood. While Sewell creates a strong sense of empathy for John Murdoch and we feel a stake in discovering who he is, he isn't terribly well drawn in Proyas' script.

It could be argued that this is because the character has no memory to draw from, but the film doesn't take the time to fully develop any characters (my guess is Proyas was pressured to bring it in under two hours).

Jennifer Connelly plays Murdoch's wife (at least until the Strangers start messing with her head), a bombshell nightclub singer. William Hurt co-stars as a pensive detective on Murdoch's trail. Kiefer Sutherland apes Donald Pleasance (right down to the misshapen right eye) in his role as a limping, lisping doctor who reluctant aids the Strangers in their nefarious meddling with humanity.

While utterly unique, "Dark City" is, in fact, not terribly original. Like the city in the title, this movie is a quilt of borrowed tidbits. Boiled down to its core inspiration, this is "The X-Files" meets "The Prisoner" (that 1960s conspiracy-and-espionage TV series often shown on maverick PBS stations).

But if Proyas is a pirate, as least he's a pirate with good taste. "Dark City" is built on ideas from the best of the paranoid sci-fi genre, and it is relentless in its mind-boggling.

While the soundtrack is also relentless in a far less enjoyable way (every frame is inundated with orchestra) and the film is occasionally a bit silly (the Stranger stop time with the aid of a giant glow-in-the-dark clock), "Dark City" has the mesmerizing visual and psychological hex of a cult classic. Look for it to be play Friday midnights at art house theaters once it's in second run.