Nobody loves a mystery more than David Lynch, but the king of the unexpected is predictable in what he doesn't do: He doesn't give answers, he doesn't solve anything and he doesn't try to make sense. "Empire" may mesmerize those for whom the helmer can do no wrong, but the unconvinced and the occasional admirer will find it dull as dishwater.

Nobody loves a mystery more than David Lynch, but the king of the unexpected is awfully predictable in what he doesn’t do: He doesn’t give answers, he doesn’t solve anything and he doesn’t try to make sense. “Inland Empire” may mesmerize those for whom the helmer can do no wrong, but the unconvinced and the occasional admirer will find it dull as dishwater and equally murky. Almost held together by Laura Dern’s intense performance, the three hours pass slowly by on unattractive digital. Despite frisky international sales, even arthouses may find it difficult to keep auds in seats.

Lynch always resists attempts at interpretation; here, he defies any kind of narrative description as well. Two and a half years in the making, this is seat-of-the-pants filmmaking at its most baffling. There was never a complete script, so thesps turned up each day with a new set of lines and no idea where they were going, making Dern’s central turn even more remarkable for its coherence.

Dern plays Nikki, an actress offered a role in a film directed by Kingsley (Jeremy Irons). Co-star Devon (Justin Theroux) is warned to keep things professional, since Nikki’s husband (Peter J. Lucas) is fiercely possessive.

Nikki’s playing Sue, Devon is Billy, and the two characters are about to launch into an affair. Early in the shoot they learn the script, based on a Polish gypsy folktale, is a remake of a movie that never got finished because the original protags were murdered.

Inevitably Nikki and Devon wind up in bed together, but, during their lovemaking, she starts calling him Billy and he starts calling her Sue. They realize they’re mixing lines from the movie into their own lives.

From here on Dern’s character fragments, passing through realities in a state of barely concealed terror where everyone is menacing and it becomes impossible to tell whether she’s Nikki, Nikki playing Sue, or Sue herself.

But that’s the easy part. There are the Poles, who are possibly the first version of the movie’s story. There’s Grace Zabriskie as a menacing neighbor. There’s Julia Ormond’s character, first seen with a screwdriver in her gut and later cropping up as Billy’s wife. And, of course, there are the giant rabbits on a stage — two on a sofa, a third ironing (voiced by Naomi Watts, Laura Harring and Scott Coffey).

It could be that these (brown) rabbits are reminders of the White Rabbit in “Alice in Wonderland,” taking Alice down the hole into bizarre lands. With the strange and terrifying occurrences, the low ceilings and the non sequiturs, there’s more than a whiff of a threatening Wonderland. But since the rabbits first appeared in shorts on Lynch’s Web site, it may be that he simply likes the image of people dressed in rabbit outfits.

A possible explanation for Nikki’s switch to Sue and back could come from Lynch’s deep-seated interest in transcendental meditation and the concomitant belief in reincarnation, making the shifts a kind of transference between lives. But since Lynch believes all things are ultimately connected, and he himself didn’t know what he was going to add, there may be no true explanation.

Who knows, maybe the reason a group of prostitutes start singing “The Locomotion” is because Lynch heard it on the radio the day before. Does it belong? Does it matter, since everything belongs?

The usual Lynch trademarks — intense close-ups, monumental headshots, red curtains — are all here, but noticeably missing are the deep, rich colors and sharp images. Instead, they’re replaced by murky, shadowy DV, which may give him more freedom but robs the pic of any visual pleasure.

Lynch’s own experiments with music lead to repetitious spooky sounds and tension-filled noises, repeated so often in dark corridors that they, too, fail to enhance a mood already gone awry.

Inland Empire

U.S.-France-Poland

Production

A StudioCanal (France) presentation of an Inland Empire Prods. (U.S.) production, in association with Camerimage 2 (Poland)/Asymmetrical Prods. (U.S.). (International sales: StudioCanal, Paris.) Produced by Mary Sweeney, David Lynch. Executive producer (Poland), Marek Zydowicz. Co-producers, Laura Dern, Jeremy Alter. Directed, written, edited by David Lynch.

Crew

Camera (color/B&W, DV), Odd-Geir Saether; art director, Christine Wilson; art director (Poland), Wojciech Wolniak; costume designers, Heidi Birens, Karen Baird; sound (Dolby Digital), Lynch; associate producers, Sabrina S. Sutherland, Erik Crary, Jay Aaseng. Reviewed at Venice Film Festival (non-competing), Sept. 6, 2006. Running time: 179 MIN.

With

Nikki/Sue - Laura Dern Kingsley - Jeremy Irons Freddie - Harry Dean Stanton Devon/Billy - Justin Theroux
With: Terryn Westbrook, Julia Ormond, Peter J. Lucas, Grace Zabriskie, Ian Abercrombie, Diane Ladd, William H. Macy, Karolina Gruszka, Krzysztof Majchrzak, Mary Steenburgen, Nastassja Kinski, Laura Harring.
Voices: Naomi Watts, Scott Coffey. (English, Polish dialogue)
Follow @Variety on Twitter for breaking news, reviews and more