Alex Proyas'' new film Dark City is busy. It is a cartoon, a nightmare, a moody parable, and an artistic rip-off with style to burn. It is also--intentionally or not--"Masterpiece Theater" on peyote: A futuristic anti-colonial treatise replete with mean, pasty Englishmen exploiting native peoples who yearn for freedom.

In short, with Dark City you may get more than you expect (or want).

Proyas established his formidable reputation as a purveyor of darkness with The Crow, a cult favorite among the quirky and the clinically depressed. In Dark City, he ups the ante, crafting a tale in which the doom-and-gloom atmosphere is as big a part of the plot as the storyline itself.

The setting is an Orwellian megalopolis of concrete and steel. The sun never shines, nor do the dreary, edgy people who live there. This nightmarish city--which looks a lot like New York on a bad night--is actually a giant urban psychological experiment with the inhabitants as unwitting guinea pigs. The mad scientists orchestrating the experiment are an outer space species in decline: humorless, washed-out aliens who wear trench coats and do mean things with syringes.

The action of Dark City centers around John Murdoch (Rufus Sewell), who, it appears, is a vicious murderer of prostitutes. While all the evidence is there--knife, dead whore--John cannot remember who he is or where he came from, much less if he''d offed this dead woman in his hotel room.

The storyline of Dark City follows Murdoch''s efforts to recapture his past, to remember the details of his life--love, happiness, family--that are achingly absent in Dark City. In this quest, he discovers that the pasty aliens are actually studying him and the other people to learn what makes them human, i.e. to understand the soul--something they are lacking, but must acquire if they are to survive on a new planet.

Lest we get bogged down in too much sci-fi plot detail, it is interesting to see who Proyas has chosen as the aliens. If you read your Kipling, or are perhaps familiar with writer Jamaica Kincaid''s garden metaphors, you will observe an interesting theme at work here: The aliens are efficient, white and cold--and all of them speak with English accents. The Dark City residents--those theoretically with passion, heart and soul--speak with American accents. Draw your own conclusions.

Perhaps I''ve had my snout in too much Pax Britannia history, but whether intentional or not, this is a sci-fi take on colonialism with officious, cold, emotionally deformed Limeys once again taking on the pasty-white man''s burden. If Franz Kafka and George Orwell co-wrote an Edwardian drama for "Masterpiece Theater," this would be it.

While all of this may sound about as fun as an English lit class held in a death camp, rest assured, it isn''t that dreary. The visuals alone, with their Gotham City resonance, are a treat to observe. Yes, they are a blatant rip-off of Fritz Lang''s legendary Metropolis sets, but they are enhanced by 21st-century graphics that morph before your eyes. Had Lang had computers, this is what he would have produced.

The cast of Dark City, while certainly up to the job, plays second fiddle to the visuals and the overall comic-book mood. Kiefer Sutherland plays Dr. Schreber, a Peter Lorre-like gnome who carries out experiments for the Anglo-aliens. William Hurt, whose dazed, understated acting style works perfectly, has a supporting part as Detective Bumstead, a meticulous, emotionally sterile cop who chases the lost Murdoch.

Overall, I liked Dark City, if not for the visuals and clever subtext, then for the absolute escape it provided. Dark City is never dull and, like any good comic book, creates a make-believe world. But the movie does feel a little bit long, and, like most sci-fi films, gets tediously explanatory at the end as the screenwriter tries to tie up many surreal details.

Dark City is not for everyone. If you''re an optimist or are one of those people who got really upset when Princess Diana bought the farm, then perhaps you should skip it. This film is violent and morose.

Otherwise, knock yourself out. Dark City may not be your first choice for an evening''s entertainment, but watching pasty, English aliens in a futuristic world beats sitting at home watching pasty, English blue-bloods in drawing rooms on "Masterpiece Theater" any day.