City Of Ghosts has enough atmosphere for three films, enough colorful grotesques for several more, and not enough of a script for one. Matt Dillon's overreaching, overheated directorial debut is set in the kind of place where life is cheap, murder is easy, and haunted expatriates escaping trouble inevitably end up replacing one bad situation with another. Dillon himself stars as one such figure, a good-hearted career criminal who leaves the U.S. after father-figure James Caan's latest scam attracts the attention of law-enforcement officials. Crossbreeding Apocalypse Now with the works of David Lynch, the film sends Dillon on a trip into Cambodia, a heart of darkness only slightly less grim than Joseph Conrad's and Francis Ford Coppola's. There, he searches for Caan, who has become involved with a number of shadowy, untrustworthy figures, including duplicitous Stellan Skarsgård and an ex-general of questionable repute. For its first hour or so, City Of Ghosts seems content to soak up the frightening and disorienting atmosphere of Cambodia, where a monkey steals Dillon's sunglasses as a welcome and Gérard Depardieu holds court at a bar populated by outcasts and lowlifes of all different races and nationalities. At its best, City Of Ghosts attains a fever-dream intensity that dissipates once the plot mechanics kick in. Overtly Lynchian even before the appearance of an otherworldly little person and a severed body part, the film gets by for a while on striking compositions and secondhand style. But eventually, its woozy appeal evaporates, and it turns into another mundane thriller with nice scenery but little characterization or momentum. Dillon has assembled a formidable cast, but his own performance never conveys the world-weariness his role demands. After his hilarious and revelatory turn in There's Something About Mary, Dillon has appeared in One Night At McCool's, Deuces Wild, and now City Of Ghosts, where, as director, star, and co-screenwriter, he has no one but himself to blame.