For the first 15 or so minutes, "City of Ghosts" really seems to be building toward something. In fact, at one point early on, it almost appears that it will be one of the better dramatic thrillers so far this year.

Unfortunately, the film then spends the next 100 or so minutes undoing all of that. So much so, that you almost wonder if the first reel somehow got spliced onto a completely different — completely awful — movie.

"City of Ghosts" gets progressively more ludicrous and more lurid as it goes. At one point, the film actually appears to have morphed into a David Lynch movie, and not one of his better ones.

Actually, it's simply another case of one person wearing too many hats. In this case, actor Matt Dillon, who directed the film, co-wrote its screenplay and stars as Jimmy, a New York City con man.

Most recently, Jimmy was involved in a scam that bilked unfortunate disaster victims out of their money. So, when the heat is turned on, Jimmy heads to Southeast Asia, here he hopes to find his mentor, Marvin (James Caan). Instead, what he finds is trouble.

Another partner-in-crime, Kaspar (Stellan Skarsgard), is panicky over Marvin's plans to build a casino, with help from a former Khmer Rouge general. At the same time, Jimmy starts up a relationship with Sophie (Natascha McElhone), an art archivist who's unaware of his shady past.

To be frank, the romantic subplot feels like an afterthought (and the pairing of Dillon and McElhone is chemistry-free). Then again, most of the plotting here feels like an afterthought. And the dialogue is strictly B-movie level.

Perhaps that's why the cast feels compelled to chime in with B-movie-quality performances. Dillon sounds more bored than aloof, while Skarsgard and Gerard Depardieu appear to be having a ham-off competition.

The one real bright spot — aside from the scenic locations — is newcomer Kem Sereyvuth, who co-stars as a sympathetic pedicab driver (he's far more interesting than anyone else in this mess).

"City of Ghosts" is rated R for frequent use of strong sex-related profanity, violence (beatings, gunplay and violence against women), graphic gore, a brief sex scene (more alluded to than anything else) and some sexual contact, brief drug use (ecstacy) and use of crude slang terms, gestures and racial epithets. Running time: 116 minutes.

---

E-MAIL: jeff@desnews.com