"First came darkness, then came the strangers," we are told in the opening to the macabre, science fiction thriller, DARK CITY, by the director of THE CROW. It seems "the strangers" have come from another world and, like Nazi doctors, have a series of diabolical experiments they are conducting on the local inhabitants' memories.

In a cast with significant depth, Kiefer Sutherland plays Dr. Schreber, who has sold his soul to the strangers and is helping them carry out their tests on human guinea pigs. As the show's hero, John Murdoch, MRS. DALLOWAY's Rufus Sewell plays the only man who may be able to save humanity -- or at least the city. Or it is one and the same?

Jennifer Connelly, last seen in the delightful but unappreciated INVENTING THE ABBOTTS, is John's wife, Emma. Or is she? You get the idea. Like an Escher print, the storyline twists into itself and out again, so that what is real and what isn't become intertwined.

As the tough but, like the audience, confused Inspector Bumstead, William Hurt plays his usual character. There's a mass murderer afoot in the city, and Inspector Bumstead harbors certain suspicions about John.

SPICE WORLD's Richard O'Brien is the stranger named Mr. Hand, and Ian Richardson is the leader of the strangers, Mr. Book.

So what can be so bad about a film with this lineup? Editing.

Let's stop and take a poll. How long do you like the camera to stay with one character before it switches to another? 20 seconds so that the actor has a chance to say something meaningful? 10 seconds so that we can keep a fast pace? How about a blistering 5? Nope, all of these are way too slow for DARK CITY's editor, Dov Hoenig. 1 and 2 second clips are the norm in this movie. I know because I timed them. (My watch and I got to know each other better as a way for me to relive my boredom.) The result of this excessive flitting is liable to be nausea and confusion among the audience, which is a shame since there is a clever story trying to get out. But with the strobe light effect of five dozen 1-2 second clips in a row, it is hard to pay attention to anything.

The only real reasons for seeing the picture are the bleak production design by George Liddle and Patrick Tatopoulos and the grimy cinematography by Dariusz Wolski. For those of you who thought Tim Burton's vision of Gotham City in BATMAN was too bright and happy, you'll like the look of DARK CITY. (One of the oddities of this metropolis is that time goes from midnight to midnight with no noon or daylight in between, but the locals never notice. It's that loss of memory thing.)

Liz Keogh's costumes for the strangers are memorable. Dressed in long black coats, wide brimmed black hats and big black gloves, their pancake make-up keeps them ever ready for Halloween. And shot at angles designed to make them look seven feet tall, they appear quite ominous.

If the editing and the confusing direction have you ready to walk out in the first fifteen minutes, don't fight the urge. Yes, there are a couple of nice twists along the way and some good visuals, but most people can find many better things to do with their time.

DARK CITY runs 1:43. It is rated R for violence, nudity and profanity and would be fine for most teenagers.