"City of Ghosts" is the first story filmed almost completely in Cambodia since Richard Brooks's "Lord Jim" in 1964 about an idealistic young man in the 19th Century British Merchant Marine who is discredited as a coward. In his directorial debut, Dillon, who is the principal focus of "City of Ghosts," uses the services of a crew made up of Americans, Australians, Israelis, Thais and Cambodians to elicit a story that save for the exotic locales would be run-of-the-mill. Nonetheless the alluring ambiance of the Far East with Cambodia's run-down buildings, some serving as reminders of the French colonial experiment in that country, gives the film enough charm to evoke thoughts of authors Joseph Conrad and Graham Greene and actors like Robert Mitchum, Humphrey Bogart and Michael Caine.

Though Matt Dillon is no Robert Mitchum he does a credible job in the role of a guy who seems not to have known about his boss's dishonesty but because of a personal connection he has to the man (which we find out later), he makes the trip first to Bangkok and then to Phnom Penh to find Marvin.

Taking a room in the downscale Belleville Hotel which is run by a scruffy Frenchman (Gerard Depardieu), he has a stream of bad luck. His passport is stolen, a monkey runs off with his shades, and he is knocked unconscious out a brothel whose slim and cheerful employees are a far cry from the hookers who harass Stu in Joel Schumacher's "Phone Booth." His luck advances when he meets an archeologist, Sophie (Natascha McElhone) and a laid- back cyclo driver Sok (Sereyvuth Kem), two persons who keep up his spirits even when he hits a brick wall in his dealings with Marvin with whom he eventually catches up.

While "City of Ghosts" is too mundane a story to be considered a model of noir crime thrillers--we don't really know what Jimmy expects to accomplish once he runs into Marvin--Dillon's film is a worthwhile endeavor for its lush atmosphere, giving armchair travelers the benefit of seeing a country that they will probably never visit (nor would this film encourage the Cambodian Tourist Board) and an array of colorful personalities, both Asian and Western, who cross the screen regularly. Sereyvuth Kem is terrific as Sok, the cyclo driver whose real-life father was killed by the Khmer Rouge because he was a doctor and who in this story gets the tip of a lifetime from his American client. The heat of this hapless Asian nation is so pronounced that we in the audience might need to ask the theater manager to turn up the air conditioner. This is not a low budget job given the need to build roads in that undeveloped area, nor has money been spared from cinematographer Jim Denault's budget for his moody shots accompanied by an apropos soundtrack of both Eastern and Western song.