Jimmy (Matt Dillon) sold property insurance but the company fails to pay after a hurricane. The police investigates. The offshore accounts have been liquidated. Jimmy claims to be a hired hand and the owner has disappeared. He goes to Thailand to talk to his contact Joseph Kaspar (Stellan Skarsgård). Their boss Marvin (James Caan) has disappeared with their cut. He is supposedly in Cambodia on the run from the Russians. He checks into a hotel run by Emile (Gérard Depardieu) but his passport is stolen. He comes to the rescue for Sophie (Natascha McElhone).

The story is flat and has no tension. It goes from one place to another for no particular reason. Presumably he could have called Kaspar but then he wouldn't be in Thailand. The stock characters are pulled from Graham Greene novels. This is much more of a travelogue. The movie has no movement or flow. It's a lot of waiting around in the first half. I love the foreign locations but there isn't anything more. Matt Dillon probably bit off more than he could chew.

A large American population is devastated by a hurricane and are looking forward to getting their insurance. Alas, there is no insurance. Matt Damon, in a serious performance, is part of an insurance-company scam. They parked all the premiums in a Swiss bank and then ran off with the cash to Cambodia. Why Cambodia?, you ask -- and it's a sensible question. I don't know. There is actually nothing IN Cambodia except large statues overgrown with vines, monkeys, and dynamite grass. Maybe they don't have an extradition treaty, and that's important because the FBI is now on to Damon and his two partners in crime, the always interesting Stellan Skarsgård and leader James Caan, giving a decent performance.

There are millions of dollars involved but there is also a problem. Caan, affable, back-patting, hasn't paid the other two off and is determined to sink the millions into a gambling casino surrounded by the mountainous blocks of a grand hotel. "It could be the new LAS VEGAS!", Caan exclaims about this white elephant deep in the jungle. He must never have seen Werner Herzog's "Fitzcarraldo."

The local situation is complicated, as it is in most third-world countries, and Damon, who both wrote and directed, captures much of the squalor and corruption. Only occasionally does he try to do tricks with the photography -- a fast moving sky, a sun that rises out of the horizon like a UFO. Mostly he sticks to the usual conventions. Danib -- a New York insurance salesman -- rescues Natasha McElhone from an abuser and manages to kick the crap out of a war horse of a street thug. (He must be an unusually capable insurance salesman.)

Nice local color. Plenty of statues and monkeys. But they aren't woven too well into the story. Natasha McElhone takes him to some historical site -- really BIG statues -- and there follows some kind of post-Hippie love-in, with people dancing around and waving flaming torches and drinking. "The Third Man" gave us the Mozart Cafe, the Prada, and the Cloaca Maxima but didn't go out of its way to do it.

It's confusing and clumsy but once in a while, almost by accident, it hits the right note. The first aerial shot we see is impressive -- exotic Phnom Penh, the city buried under a tawny cloud of smog. Portent of things to come.

"City of Ghosts" works like a film noir suspense thriller, Dillon and co-writer Barry Gifford also layered human drama into the mix. Gifford wrote the novel "Wild At Heart" 1990, which David Lynch adapted and directed; he also co-scripted with Lynch on "Lost Highway" 1997. No wonder I felt some (Twin Peaks-like) Lynch atmosphere when Caan and Skarsgård were at some remote location - kinda eerie and sinister with the camera approach suggesting foreboding elements a-lurking.

I like the film right from the start - intrigue is established in the prologue: the TV news, the simple and brief office scenes - within minutes we are given the backdrop to the story yet to unfold. We are following a mystery, right beside Dillon's character, Jimmy. We landed in Cambodia in no time. Good or evil, the enchantment starts.

It's wonderful to see the down to earth cyclo driver Sok, portrayed by local Cambodian Kem Sereyvuth - how the friendship between him and Jimmy evolved, developed, matured. Then there's Skarsgård, bringing some of his "Insomnia" insecurity aura with him, is the doubtful associate Kaspar. Should you, could you, trust or depend on him? Ah, Gérard Depardieu's Emile, one slick (business man) dual bar and hotel owner, who can handle baby, monkey, clients and hooligans all at the same time. It's one juicy role for Depardieu without even having to dress up - in the most casual of manners, he inhabited this man in subtle strokes of flamboyance. We get chuckles and humorous relief whenever we're with him.

James Caan, the veteran thespian, in his elements again. His character Marvin is a mix of "The Yard," "Mickey Blue Eyes," "Leaving Las Vegas," "The Way of the Gun," and "Godfather" savvy and then some. Is he a mentor cum father-figure who's protective of Jimmy, or could he be the disappearing real father to Jimmy? Contradictions, confusing sentiments, Jimmy has to sort out. Yes, love inherently beckons. Natascha McElhone provides that niche of an important ingredient to living - Jimmy is discovering himself and learning what's important in life through this journey. 'Both Sides Now' he's experienced, and yes, he may 'really don't know life at all' after all, but we have a clear blue sky shot with clouds - listening to Joni Mitchell's song, it almost seems like the film was plotted with her lyrics in mind. The song sung in Asian language gives a heartwarming hopeful feeling as the credits rolled.

Cinematographer Jim Denault seems to be a favorite with women Indie filmmakers - Patricia Cardoso: "Real Women Have Curves" 2002, Katherine Diekmann: "A Good Baby" 2000, Kimberly Peirce: "Boys Don't Cry" 1999, Jill Sprecher: "Clockwatchers" 1997. "City of Ghosts" must be a rewarding experience for him to shoot on location at Cambodia and Thailand, besides Canada and New York.

Bravo to Matt Dillon's persistence (6 years) in realizing this first film. MGM and United Artists were behind the production and distribution of the film. The official site provides interesting production notes.

John Malkovich's directorial debut "The Dancer Upstairs" came out the same weekend as Dillon's. "City of Ghosts" is more entertaining per se. Malkovich's film, in a way, is more cerebral with political tone; Javier Badem effectively portrays the empathetic police detective Augustin, who's a romantic at heart.