Dir: Michael Polish. USA. 2003. 103mins.

Despite its all-star cast, Northfork, actor-writer-director Michael Polish's dreamlike fable about the flooding of a small community will be a hard sell for Paramount Classics when it opens in the US on July 11. Nevertheless, it should prove a welcome guest at festivals looking for a highly alternative and idiosyncratic guest in their schedules (it premiered at Sundance earlier this year and has also played Seattle). Like Polish's previous efforts, Twin Falls Idaho (1999) and Jackpot (2001), which he wrote along with his identical twin Mark, Northfork boasts stunning cinematography and deserves credit for offering a unique vision replete with beautiful images that stay in the memory.

Northfork is a fictional Great Plains town, whose fate mirrors many that were destroyed during the 1940s and 1950s to make way for hydroelectric projects that flooded farmland across the American West. The film opens in 1955 on a great body of water, from which a wooden coffin suddenly bobs up. The camera then closes in on the eyes and unmistakable voice of James Woods aka Walter O'Brien, an undertaker assigned to evacuate the town before it is flooded in a biblical seven days.

It is later revealed that O'Brien's vision is that of one of the objects left behind in the near-deserted area. The dilemma for him and his accompanying son Willis (Mark Polish) is to save the last remaining citizens who make up stories which, perversely, make the film both fascinating yet hard to follow.

Northfork mixes the absurdly humorous with fairytale elements, demanding attention as well as a solid knowledge of Biblical and pop cultural references. Its dark humour mostly springs from how the six-man team of fedora- and trench-coated officials struggle to round up a population unprepared to leave, including a man who has nailed himself to his property, a lustful young couple in love with their car and a man who has built an Ark (complete with two wives).

Polish employs several intriguing plot hooks, including a small set of clipped angel wings in a velvet-lined guitar case. These link to an orphan (Duel Farnes) in the custody of priest (Nick Nolte), who has taken the sickly child in after his parents prove unable to cope. The boy introduces the most magical part of the feature, as his fevered visions lead him to believe that he is the lost member of an ancient herd of roaming Angels. The heavenly host, who the child visits in an abandoned house or his dreams, account for the film's weirdest segment. But they threaten to stall it every time they appear, through mundane acting and cryptic dialogue that mix philosophy and pretension in a manner redolent of Terry Gilliam's Brazil.

Prod cos: Paramount Classics, Romano/Shane Prods, Departure Entertainment
US dist: Paramount Classics
Int'l sales: Paramount Classics (Eng-lang), Pandora (int'l)
Exec prods: Paul F Mayersohn, James Woods, Anthony Romano, Michel Shane, Janet Jensen, Damon Martin
Prods/scr: Mark Polish, Michael Polish
Cinematography: M David Mullen
Prod des: Ichelle Spitzig, Del Polish
Ed: Leo Trombetta
Music: Stewart Matthewman
Main cast: James Woods, Nick Nolte, Claire Forlani, Duel Farnes, Mark Polish, Daryl Hannah, Graham Beckel, Josh Barker, Peter Coyote, Jon Gries, Robin Sachs, Ben Foster, Anthony Edwards, Marshall Bell, Kyle MacLachlan, Michele Hicks