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STARRING: Naomi Watts, Laura Harring, Justin Theroux

DIRECTOR: David Lynch

RUNNING TIME: 147 minutes

RATING: R for nudity, sex and violence

THE LOWDOWN: Surreal comic film noir about terror in L. A.

A black limo slowly travels up "Mulholland Drive." Its headlights are the only thing illuminating the inky night. In the front seat, a fellow is just about to murder the beautiful woman in the back when the whole thing is foiled by a gruesome car wreck.

She escapes. With terror, she looks over the magic carpet of lights that is the night view of Los Angeles from up on Mulholland. She descends down into the night with nothing but her spangly black cocktail dress and high heels. On the 7200 block of Sunset Boulevard, she finds a house about to be vacated by a long-retired film actress. She steals in and hides out.

David Lynch's "Mulholland Drive" is haunting. To me. It's also hilarious, mesmerizing, erotic, terrifying, mystifying and extaordinarily beautiful in a dreamlike way. Again - to me. It's a loving film noir vision of the place where all the Hollywoods collide - old Hollywood, new Hollywood and the real Hollywood, which is a civic district marked by sordidness and decay.

To many, it will be exasperating, confounding and little else. Those who saw nothing but annoyance and confusion in Lynch's "Blue Velvet" or the near-miraculous first season of "Twin Peaks" on TV won't see anything different in "Mulholland Drive." Those who never miss anything by Lynch may well find it the most beautiful and powerful cinematic dream he's had since "Blue Velvet," that harrowing and funny nightmare about the surrealism that resides in what William H. Gass once called "the heart of the heart of the country." No one will "get" all of it. Lynch isn't going to help you, either. The most memorable and tantalizing - and perplexing - scene takes place in a bizarre Spanish-language nightspot called the Club Silencio where "no hay banda" (there's no band). So all the music is pre-recorded. A lip-synched singer (Rebekah Del Rio) comes out and does an a cappella version of Roy Orbison's "Crying" in Spanish. She looks a little bit like Marie Osmond, but there's nothing vaguely ironic about the way she's singing "Llorando." It's from the lower depths of her heart.

In an interview, I asked about the Club Silencio. It is, I said, a magnificent metaphor for something, but what? Lynch smiled sweetly and said, "I never answer questions like that." You're on your own. He does the dreaming and puts it on film. You do the interpreting. (Or not.)

There is another stunning, far simpler, scene in the movie. The heroine is a hopelessly dewy and innocent aspiring actress. It's her beloved aunt who had cleared out of the house on Sunset, the one where the mysterious and beautiful raven-haired woman has taken up secret residence (it turns out the whole trauma has given her amnesia). The two innocents - one seemingly truly innocent, the other well-used but innocent by circumstance - become friends in this sinister world. Later, they're lovers. When the aspiring actress finally gets an audition arranged by her aunt, she practices her lines in the kitchen. The lines in her audition scene seem terrible, and she isn't much better. When the gets to the audition and actually does them with a narcissistic, has-been matinee idol (played by Chad Everett) she gives each line an insinuating sexual spin, and suddenly this awful dialogue has been transformed into something riveting, electrifying and disturbing.

The meaning of "Mulholland Drive" is somewhere in those two scenes - that out of the hopeless squalor and phoniness of itself, Hollywood has always created something magnificent that haunts the dreams of the world.

The casting of the movie is remarkable. For his big parts, Lynch has little-known young actors who are almost generic - Naomi Watts as the sweet newcomer, Laura Elena Harring as the knockout, been-around amnesiac, Justin Theroux (looking like Charlie Sheen) as a self-absorbed young filmmaker who carries his 7-iron everywhere until he has the worst day of his life.

As the presence of Cyrus and Everett suggests, around the edges, this cast is a wry delight, a sort of parody of a "Love Boat" cast. Hollywood venerable Ann Miller - formerly tops in taps - plays the young thing's landlady and protector: "Just call me Coco."

There are howlingly funny bits and whole scenes here. And there is hair-raising violence, too. One scene - a badly botched murder - manages to be both. (Lynch got there long before the Coen brothers or Quentin Tarantino.)

The film was made by Lynch in the hope that it would be the pilot of an ABC miniseries a la "Twin Peaks." ABC's reaction was something on the order of "surely you jest." What I will always find mystifying is why that wasn't their reaction to "Twin Peaks" in the first place. (Thank heaven it wasn't.)

The ending of the film, to be frank, is bad and depressingly close to "only a dream" cliche. But maybe there's some Lynchian joke in that, too.

More significant, I think, is this: You don't have to understand what's going on in this blue velvet dream to spend the next few weeks talking about it - or to be replaying parts of it in your head for years to come.


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