Nolan, who also directed the little-seen stalker thriller "Following," nicely expands the short story upon which the film is based (which was written by his brother, Jonathan). And for a second film, this one is exceptionally well-crafted, and it holds up surprisingly well to scrutiny. (It's almost more fun to see the second time, when you already know what's about to happen.)

Nolan smartly relies on his cast as well, and the actors have rewarded him with fine performances. Aussie Pearce is even more convincing than he was in "L.A. Confidential," while Pantoliano continues to milk his reputation as the new Joe Pesci (though he's not nearly that annoying). And as an apparent femme fatale, Moss seems to relish playing a little shadier character than usual.

"Memento" is rated R for occasional strong profanity, violence (a brutal beating, as well as some gunfire), graphic gore, use of crude sexual slang terms, brief simulated drug use (crack cocaine) and fleeting male and female nudity. Running time: 120 minutes.

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