INLAND EMPIRE (film)

*INLAND EMPIRE* is a 2006 film written and directed by David Lynch, starring Laura Dern. It was a U.S.-Poland co-production. It involves a movie star becoming trapped in the world of her film as the result of a curse, reliving an old story involving infidelity and murder. The film takes place on multiple planes of reality. Its tagline is, "A woman in trouble." *INLAND EMPIRE* premiered at the Venice Film Festival on September 6, 2006, and opened in limited release in the U.S. on December 6, 2006.

## Plot Synopsis

The film jumps through time and between multiple planes of reality over its three-hour runtime, and is subject to various interpretations. This is one attempt to try to describe the events depicted onscreen, but is certainly not definitive.

In late nineteenth or early twentieth century Poland, a woman known only as the Lost Girl cheated on her controlling, physically abusive husband (credited only as the Phantom). Her lover was also married, and he ended up murdered (presumably either by his wife or by the Phantom), and his wife also dies stabbed by a screwdriver, possibly by suicide or during the course of a struggle. The Phantom either created a curse or, more likely, commandeered an existing curse found in an old Gypsy folk tale to punish his cheating wife and take his misery out on the world. The Lost Girl was imprisoned in limbo (depicted as a hotel room), forced to watch the suffering her infidelity had caused on TV. Meanwhile, her lover was forced by the Phantom to be continually reincarnated and to relive the story from the Phantom's perspective, as the betrayed husband. It seems that the story then played out several times over the following century in various permutations, never quite the same way, but always stemming from infidelity and ending in tragic murder. The other participants were drawn into their cursed roles, often because they were cast in some version of the story. The radio show *Axxon N.* appears to have put on some version of the story and is associated with the curse, and a feature film based on the old folk tale was abandoned when both leads were murdered.

In 2005, a film called *On High in Blue Tomorrows* is being filmed. It is based on the cursed story; however, no one but the producers is initially aware of this fact. Nikki Grace, a Hollywood actress, plays the "Lost Girl" role. Her character, Susan Blue, is a married woman who has an affair with Billy Side, a married man. Nikki is married to Piotrek Krol, the latest incarnation of the trapped husband. After years of reliving this scenario, he is cold and controlling. He seemingly realizes that the film role will be deadly for Nikki, but does not attempt to stop her from taking it. As the filming progresses, Nikki toys with the idea of having an affair with her costar, Devon Berk, and eventually becomes completely trapped in the world of the film due to the curse.

In this portion of the film, she now is Susan Blue, a hard woman married to an angry, abusive man (again, the trapped husband, now known as Smithy). By this point, Sue's affair with Billy appears to have ended. Sue, depressed and despondent, befriends the Valley Girls, a group of supernatural beings who may symbolize her shattered consciousness (at one point they all speak about one man they have been with, causing Sue to cry; they are likely speaking about Billy). Alternately, they may actually exist, as they act as Sue's guides in catching glimpses of the Lost Girl and the Phantom's backstory and in learning about the curse.

In the background of the film are supernatural beings who are trying to stop the Phantom, end the curse, and free the Lost Girl. They are frequently depicted as the Rabbits, who manifest as other characters throughout the film, often appearing to be the Phantom's allies but actually manipulating him toward his demise ("The horse was taken to the well" is a recurring mantra for these characters). Smithy leaves home and goes to Poland, touring in a circus with the Phantom for awhile, presumably hoping to defeat him. Ultimately, the Phantom disappears and Smithy hunts him with the help of the Rabbits and their allies. A Polish man, seen to be a manifestation of Jack Rabbit, gives Smithy a gun which can be used to kill the Phantom.

Sue seems to spiral into insanity and depression, ultimately ending up as a prostitute on Hollywood Boulevard (along with the Valley Girls). Billy's wife Doris, jealous and hypnotized by the Phantom, is drawn into the curse and murders Sue on the street. Sue dies, allowing her to be reborn as Nikki, back on the film set.

Nikki does not speak a word for the rest of the film, seeming stunned and traumatized. However, she has learned what she needs to do. She moves into another dimension, which seems to be a nexus where various realities meet. Entering Sue's bedroom, Nikki finds the Phantom-killing gun that Smithy was given. The Phantom stalks Nikki; however, Nikki kills him, freeing the Lost Girl and allowing her to reunite in happiness with her lover, both finally freed from the curse.

## Things That Happened

### *Opening Title*

A film projector projects the title "INLAND EMPIRE" in black and white.

### *Axxon N.*

An announcer introduces *Axxon N.*, "the longest-running radio play in history." The show is visually depicted as black and white footage of a spinning Gramophone record. "Tonight: continuing in the Baltic region, a grey winter day in an old hotel." The announcer speaks English, but the actors speak Polish.

The scene is visually depicted as black and white footage of the actors, with their faces obscured by giant grey blurs. A Woman and Man in a hotel hallway walk to their room. The Woman does not recognize the hallway, and does not have the key. The Man claims she gave the key to him. They go inside, and she does not recognize the room. He tells her to take off her clothes, and asks if she knows what whores do. She says they fuck, and asks if he wants to fuck her. He says he’ll tell her what he wants. They fuck. She cries sitting alone on the bed.

### *The Lost Girl's Room*

The Lost Girl sits on the hotel bed naked, holding the sheet to her, crying. She watches static on TV. The static turns to sped-up *Rabbits*, then sped-up footage of Visitor #1 approaching Nikki’s house. Then static. Then *Rabbits.*

### *Rabbits*(with occasional cuts to the Lost Girl still watching on TV)

Three anthropomorphic Rabbits speak in seeming non sequiturs in a sitcom set, as a studio audience occasionally laughs and applauds. Jack has a secret. He hears a tapping outside, and Jane says, "I don't think it will be much longer now." Jack exits.

### *Mansion*

Jack Rabbit enters a dark mansion room. The door lights up around him. The rest of the room lights up and he fades.

Janek comes into focus, as if materializing. He and the Phantom speak in Polish. Janek asks the Phantom if he is looking to "go in"—if he is looking for "an opening." The Phantom emphatically agrees. Janek says he understands. Janek goes back out of focus while the Phantom is still talking.

The lights go out on the empty room. The door is lit around Jack. The door light goes down; Jack exits.

### *Nikki's Reality*

Hollywood.

A woman with a thick Polish accent, credited as Visitor #1, calls on Nikki Grace. She is a “new neighbor” and lives just down the street in a house “tucked back in the small woods,” difficult to see from the road. The Visitor heard the Nikki got a role, and asks if the film is about marriage. Nikki says, “Perhaps in some ways.” The Visitor then asks if Nikki’s husband is involved. Nikki says he’s not. The Visitor then tells "an old tale" and "the variation." She asks if the film involves a murder. Nikki denies this, but the Visitor insists that the film involves a “brutal fucking murder.” Nikki asks the Visitor to leave.

The Visitor laments upon her forgetfulness, saying, "I suppose if it was 9:45, I’d think it was after midnight. For instance, if today was tomorrow, you wouldn’t even remember that you owed on an unpaid bill." She seems to transport Nikki through time using her finger, and Nikki is suddenly sitting across the room on the next day.

Nikki sits with her friends when she gets a phone call telling her that she got the role. Her husband, Piotrek Krol, observes the revelry from the staircase. He seems angry.

Some time later, in an office on Stage 32 at Paramount Studios, Kingsley Stewart, the director, gives an inspiring speech to Nikki, her costar Devon Berk, the producer and the crew. He says that Nikki has everything she needs to “soar back to the top and stay perched there,” implying that this is a comeback role.

Nikki and Devon make a promotional appearance on *The Marilyn Levens Starlight Celebrity Show*. Marilyn comments on a “shocking revelation by Devon,” and asks if Nikki can be true to her hubby with a “wolf in the den.” Nikki insists they’ll be professional, and Devon insults Marilyn. Backstage, Devon's manager says Nikki’s husband is the most powerful guy around, and warns him not to get involved with her. Devon seems uninterested in Nikki.

Nikki’s manager and friends congratulate her on the interview, and her friends drop her back at her house.

The first day of rehearsals is on Stage 4 at Paramount Studios. The film is *On High in Blue Tomorrows*. They run through a scene where Billy (Devon) arrives at Smithy's house to find Sue (Nikki) looking out the window. They obliquely talk about things Billy said the prior night; Nikki is phenomenal right out of the gate, and sheds a real tear.

Kingsley's assistant Freddie Howard sees someone in the soundstage and interrupts the rehearsal. Devon investigates; he hears running, but can’t find anyone. He returns, concluding that the intruder “disappeared where it’s real hard to disappear.” Kingsley decides it’s time for a confession.

Freddie heard about it first. Kingsley has “purposefully” out and about gathering information, and he learned that *On High in Blue Tomorrows* is a remake. The original had a different name, “Vier Sieben”—German for “forty-seven,” and was never finished. The producers of this film knew, but didn’t tell Kingsley or the actors. On the original film, they discovered something “inside the story.” The two leads were murdered. The film was based on a Polish Gypsy folk talk that is said to be cursed, “and so it turned out to be,” says Kingsley.

One night, a Polish-speaking couple visits Piotrek and Nikki. She tries to explain that she doesn’t speak Polish, but Piotrek insists that Nikki “understands more than she lets on.”

### *Sue's Reality*

Doris Side enters a police station interrogation room, walking strangely. She apparently turned herself in; she claims she has been “hypnotized or somethin’,” and that she is going to kill someone with a screwdriver. She says she doesn’t know who. However, she saw “him” looking at her once, when she looked around the bar. He moved his hands and said she’d know who it was.

She pulls up her shirt to reveal her stomach is bandaged, and under the bandages is a bloody wound with a screwdriver sticking out of it.

### *Nikki's Reality*

Nikki and Devon shoot a scene where Sue and Billy flirt in a gazebo. Billy has a wife and two kids; Sue has a husband. Sue says she can’t afford to have "that feeling." All she sees from this is “blue tomorrows.” Kingley calls cut, they move to the soundstage, where Freddie pathetically asks Nikki and Devon for rent money during some downtime on set.

Later, Nikki is in the makeup chair when she overheads Kingsley talking about a “ninety-year-old niece” who has been fascinated by Smithy (Sue's husband) ever since they went into preproduction. She has been asking in an “ancient foreign voice,” “Who is playing Smithy?”

Devon dines with Nikki and Piotrek one night. Piotrek takes Devon upstairs and threatens him not to become involed with Nikki, saying that Nikki is bound, and that if she does not enforce the bonds of marriage, they will be enforced for her. Nikki eavesdrops and overhears, but lurks away in fear. Devon reacts with shocked silence.

Another day on set. Nikki and Devon wait in the trailer while Kingsley struggles with lighting cues and incompetent crew. Eventually, they shoot a scene involving Sue having drinks with Billy while his family is away.

During more downtime on set, Nikki and Billy flirt using their “Sue/Billy” movie accents. Devon invites Nikki to eat with him at (as she guesses) a “cute little Italian restaurant, tucked away, private.” Nikki doesn’t refuse, and says, “See ya after the shoot.”

Nikki begins to lose herself in the role. They shoot a scene where Sue and Billy begin to hook up. When the scene cuts, Kingsley asks, “Are you two happy?” Nikki stares at Devon with a shocked look. Later, they shoot a dark scene at Billy's house. Sue thinks her husband knows, and she says he’ll kill them. Nikki then breaks character and says, “Damn! This sounds like dialogue from our script!” Kingsley yells, “What the bloody hell’s going on?”

Devon, worried by Nikki's erratic behavior, confronts the producer about the curse. The Producer claims that they don’t know the actual real reasons that the original movie wasn’t finished. The stories grew out of imagination. Devon still is worried that the stories are true.

### *Between Worlds*

Nikki is almost completely immersed in the world of the film now. It is Sue and Billy’s first time having sex. Smithy watches them from the hallway. Sue says she told Devon a “story that happened yesterday, but I know that it’s tomorrow.” It was the scene they “did yesterday,” when she gets his groceries with his car, and she parks in the alley where there’s always parking. She sees writing on metal and "this whole thing starts floodin' in...this whole memory. I start to remember."  She then screams, "It's me, Devon! It's me, Nikki!" Billy responds, "That doesn't make any sense. What is this, Sue?" Nikki continues screaming that she is Nikki and yells, "Look at me, you fucker!" Billy laughs mockingly at her.

The next day, Nikki/Sue walks toward her car in the alley with a bag of groceries, reliving the scene she tried to tell Devon about. A doorway has the words “Axxon N.” scrawled on it in chalk with an arrow pointing inside. She enters. There are a couple of light bulbs on the ceiling, but otherwise complete darkness. Eventually, there is nothing but darkness. Then a single flash of blue light.

She is transported back in time to the day of the first read-through for the film. She sees herself at the table with Devon, Kingsley and Freddie. Freddie spots her. Devon goes to investigate. Nikki has now disappeared from the table. As she runs through the stage, she sees Smithy (who looks exactly like Piotrek) in a green coat inside a window of the set. She yells for "Billy," but Devon can’t hear her. She enters the set for Smithy’s house. She finds herself in the living room, even though the set for the front of the house is just a flat. When she tries to exit, she can’t—the door seems locked from the outside. She sees Devon outside the window, looking in, but he doesn’t see her. She yells for Billy again. The view outside the window shifts to Sue's front yard, then temporarily shifts back to the pitch-dark soundstage, then permanently back to the yard. She is now fully in the world of the film.

### *Sue's Reality*

Sue goes outside into the yard, then returns to the house. Smithy is lurking. He removes the green coat and hides it, then climbs into bed and turns out the lights.

Sue goes down an eerie sparse hallway to a room with a tall red lamp (it appears to be a storage room / office). The lamp dims to show her a glimpse of Billy, then surges and shorts out. A group of women, the Valley Girls, appear mysteriously in the darkness. They talk about a man whom they have all been with (they seem to be goading her about Billy); Sue cries. They then tell Sue that in the future she will be dreaming in a kind of sleep, and that when she opens her eyes, someone familiar will be there.

Sue covers her face. When she uncovers it, she is on a snowy Polish street, wearing the same clothes. Two of the Valley Girls, Lanni and Lori, act as her guides. They tell her "this is the street ... just down the way," and ask if she wants to see.

Sue then has a flash of the *Axonn N.* record spinning in black and white. This seems to be a sort of portal, through which the Lost Girl can communicate with Sue. The Lost Girl explains, in English, that if Sue wants to see, she needs to be wearing the watch, push a lit cigarette into the silk and twist, burning a hole, and then must fold the silk over and look through the hole.

Sue then has a strange out-of-body experience. She is back in the dark room at her house, but seems to be looking down on another version of herself, in daylight, looking upward in horror. When Sue fully returns to the dark room, Lanni and Lori pull aside the curtain to reveal the Polish street below.

Later, Sue and Smithy lie in bed at night.

One day, Sue makes breakfast. She calls out that it’s ready, then doubles over in pain, crouching on the floor.

Sue comes home with groceries and calls out. Smithy is lurking in the hallway in the green coat. He doesn’t answer her, and goes into a room.

Sue sits in the red lamp room smoking a cigarette. A watch is next to her, stopped just before 10:10. She burns a hole in a pink silk slip with the cigarette, then looks through the hole to the silk on the other side. The hands of the clock fly. She sees…

### *Old World Poland*

The Phantom and the Lost Girl are married. They argue in their home.

A Polish Husband (an earlier incarnation of Piotrek/Smithy) and his Wife (seen only from the back) argue. She yells that she can’t give him any children. He coldly responds that he is going out. She yells after him: “I’m not who you think I am! I’ll never let you have her! Never…”

The Phantom beats the Lost Girl bloody.

The Husband stands on the sidewalk, waiting for the Lost Girl. A man walks by and asks if he has the time. The husband tells him it is 9:45.

### *The Lost Girl's Room*

The Lost Girl watches Smithy waiting on TV, sadly.

### *Rabbits*

Suzie performs a strange ritual, holding two candles over her head, which causes the room to turn red and briefly brings on a hellish apparition of Jack.

### *Sue's Reality*

Jack sits down at a desk in a dark office.

A backstage area covered in red curtains. A woman’s arm clad in red points, seemingly controlling Sue's movements as she walks upstairs. She then goes up a sparse staircase. A snowy Poland street is visible out the window.

Back in the same office, Jack has been replaced by Mr. K. Sue enters, looking bruised and dirty. She says she doesn’t really understand what she’s doing there, but she was told that he could help her. She says, “I guess I’ll just tell you the thing.” She then launches into a story about a man who tried to rape her when she was fifteen, and she gouged his eyes out. (This seems to be a flashforward, part of Sue's vision through the cigarette burn hole.)

Back at home, Sue walks out of the bedroom into the red lamp room and sees the still-smoldering cigarette. Later, she stands in the living room with the Valley Girls. They’re all depressed that Kari went through a breakup, and they bond. The girls spontaneously break into a dance number to "The Locomotion."

Sue and Smithy eat dinner in the kitchen, with Smithy complaining about the cheap "piss called beer" she bought. She confesses that she is trying to save money because she is pregnant. He expresses surprise, and does not seem happy.

In Sue's living room, the Valley Girls dance in a circle in the dark to Etta James’s “At Last.”

Later, Sue gets out of bed in the middle of the night and makes a phone call. She calls Billy, but somehow gets the Rabbits' home. On the other end, Jack says nothing, and the *Rabbits* studio audience laughs at Sue's cries for Billy.

During the day, Sue again looks through the cigarette hole in the silk. She again sees herself in the future in Mr. K's office. She tells a story about a man attacking her with a crowbar because he (rightly) suspected that she was cheating on him. She also talks about one of the men she was "screwin' for drinks," who talked about the town where he grew up. A chemical factory was causing hallucinations, and a little girl claimed to see the end of the world.

Sue and Smithy host a backyard party. Two of the Valley Girls, Lori and Lanni, sit on the grass but appear not to recognize her. A ketchup bottle explodes all over Smithy’s white T-shirt. Sue sees the Lost Girl in the stain, wearing a black veil pulled back, praying over candles. She prays, in Polish, “Cast out this wicked dream that has seized my heart.”

### *Old World Poland*

The wife stalks up a dark staircase with a screwdriver. From an industrial-type area with many columns, we hear a scream. The wife crouches on the staircase in darkness, seemingly bleeding to death.

Lanni and Lori ask, "Who is she?" superimposed over a shot of the wife from the back seen earlier in the film, and then over a shot of her corpse, lying bloody on the stairs, possibly having stabbed herself.

That same night, the Lost Girl runs into the Phantom on the street. Their relationship is strained; he passive-aggressively notes that he is used to seeing her at home, not on the street at night. He then tells her there has been a murder, and he thinks she knew the person. He don’t know the name, but he has seen her with this person. They both seem to know who he is talking about.

The Lost Girl's lover lies shot through the head, on another staircase.

### *Sue's Reality*

The backyard party. Several Polish-speaking strangers show up. Smithy welcomes them cheerfully, and tells Sue that they are a group that performs in traveling shows in the Baltic region. He’s going to travel with them: he will "take care for the animals."

In Mr. K’s office, Sue says Smithy did go to Eastern Europe with the circus. She talks about a guy named the Phantom she's heard about who worked up the crowd and would do “some sorta thing on people.” He got in a barroom fight—everyone was arrested, but the Phantom disappeared. Sue claims that he was a marine from North Carolina.

Later, the Valley Girls dance to David Lynch's "Walkin' on the Sky" in the living room. Sue again looks through the hole in the silk.

Sue goes to Los Angeles. At Billy’s mansion, a doctor is visiting their son. Sue comes in; Doris knows her. Sue says she thought Doris was gone. Billy comes in, and Sue tells him, “Somethin’s wrong. Bad wrong.” She asks if Billy loves her, and if he remembers how it was. Doris, furious, repeatedly smacks Sue, as Sue professes her love for Billy in front of his wife and son. Doris’s face is intercut with her earlier scene in the police station, the Polish Wife lying dead on the stairs, and the Phantom in a bar wiggling his finger and speaking scratchily and incoherently, hypnotizing her.

In Poland, Janek and Smithy drive to the site of a few trailers in the woods, looking for the Phantom. Gordy comes out of a trailer and tells Smithy that the Phantom is gone. He says that he “talked, mumbled something about Inland Empire.”

A surreal shot shows the harlequin face from a circus truck superimposed over Sue running toward the camera in a spotlight, her face deformed and insanely smiling.

Sue, at home, looks terrified.

A woman, credited as Visitor #2, seems to emerge from behind a tree in Sue’s front yard. She comes inside. Like her predecessor, she talks about an unpaid bill. The Visitor asks: “Do you know the man who lives here?” She then asks, “Do you know the man who lives next door? Krimp is the name.”

Sue walks to the neighbors’ backyard. Krimp (the Phantom) emerges from behind a tree, with a red translucent lightbulb in his mouth, and advances menacingly toward Sue. Sue has a flash of the red lamp when she sees the lightbulb. She picks up a nearby screwdriver to keep Krimp at bay, and runs away. Krimp stands and watches her with his hands in his pockets. Once Sue is gone, he disappears.

In Poland, three old men (Marek, Darek and Franciszek) sit around a table by candlelight, holding a séance. The Lost Girl sits between them with her head in her hands. She says, in Polish, “There’s someone there.” Janek and Smithy enter. Smithy doesn’t see the Lost Girl. Marek tells Smithy she sent for him. The Lost Girl says she doesn’t know where she is. Smithy hears her, but still can’t see her. Marek asks if Smithy works for someone, and he says he does. Marek says the man Smithy works for is “the one she spoke of.” Darek says, “The horse was taken to the well.” Marek takes a pistol out of the back of his pants and places it on the table, telling Smithy to take it. He does. One of the men yells, “Right away! It’s after midnight!” Janek and Smithy exit, the Lost Girl disappears and the three men rearrange their positions, then fade into…

### *Rabbits*

Marek turns into Jane. Darek turns into Jack. Franciszek turns into Suzie. After some conversation, the room turns red and Jack urgently says, "It was the man in the green coat." Jane adds, "It had something to do with the telling of time."

### *Sue's Reality*

Sue sits outside behind her house in a storm, intercut with Sue inside in a bathrobe during a storm. Sue in the bathrobe becomes scared while the Valley Girls dance behind her. Strange flashing lights take over the screen and seem to transport Sue.

Sue is on the streets of Los Angeles with the Valley Girls, now as prostitutes. They mockingly yell, “Hello!” at her. Sue, who now looks dirty and bruised as in the Mr. K sequence, sadly says, “I’m a whore.” Then mockingly adds, “Where am I? I’m afraid!” and laughs.

Sue walks down Hollywood Boulevard. “Axxon N.” is written on a door in chalk with an arrow pointing. Sue sees herself across the street with the hookers. The “other” Sue makes a mocking grin at her and laughs. Sue sees Doris coming at her, dressed as she was in the interrogation room scene. Sue runs.

Sue is back with the prostitutes. She is scared now and begs for help. Chelsi is at a pay phone, trying to score drugs, and shoos Sue away. The girls are going through withdrawal. Lanni laughs hysterically, and her laugh transports the Valley Girls to…

### *Old World Poland*

A horse-drawn carriage drives by, as does an old-fashioned car. Lost Girl stands on the sidewalk, in period clothes. A mysterious girl looks over. Lost Girl says to Lanni and Lori, “Hey, look at me and tell me if you’ve known me before." Lori jokingly imitates the finger motion that the Phantom used to hypnotize Doris. They laugh.

### *Sue's Reality*

Sue runs up to a Los Angeles club with a long line outside and begs with the bouncer to let her in. He is unimpressed when she yells that someone is trying to kill her, but lets her in when she says, “I know that girl! Carolina! I know Carolina!” A girl escorts Sue into the red-curtained backstage, where a woman in a red dress (Carolina) points Sue upstairs, as seen earlier.

The scenes of Sue arriving at Mr. K's office replay. This time, the window in the staircase that showed Poland outside is gone. A quick time-lapse montage speeds to the end of Sue and Mr. K's talk. Sue says, “I don’t know what was before or after. I don’t know what happened first, and it’s kinda layin’ a mindfuck on me.” She says her husband is hiding something. He was acting weird one night before he left, talking “foreign talk” and “tellin' loud fucking stories.”

In flashback, Smithy brutally beats Sue. She keeps coming at him, and he keeps knocking her down. It’s dark, but there is a bright light shining on Smithy. He says, “I’m not who you think I am.” He then says he knows that he can’t father children.

Back in Mr. K’s office, Sue says, “I figured one day I’d just wake up and find out what the hell yesterday was all about. I’m not too keen on thinkin’ about tomorrow, and today’s slippin’ by.” She says that after her son died, she went into a “bad time” watching everything go around her while she was standing in the middle. “Like in a dark theater before they bring the lights up.” A phone rings. Mr. K lets it go for a long time, staring at Sue, but eventually gets up and goes to a back room to answer it. While he talks, Sue takes out the screwdriver. She has “LB” written on her right hand, crossed out in red.

On the phone, Mr. K says, "Hello? Yeah. She’s still here. I don’t think it will be too much longer now. Yeah. The horse to the well. Yeah. Yeah. He’s around here someplace, that’s for sure."

Sue runs downstairs and leaves the club. She rejoins the Valley Girls on Hollywood Blvd. Doris hides behind a tree across the street. Sue is panicked, but the girls laugh at her. Sue reclaims her cool by saying, “Hey. Watch this move.” She snaps, slowly, repeatedly. The Girls join in once, snapping in unison. Sue takes out her screwdriver and the Girls quickly disperse in fear. Doris runs up, grabs the screwdriver from Sue, and stabs Sue in the stomach. Doris then runs away in horror. The Valley Girls all run. Sue pulls the bloody screwdriver out and drops it on Dorothy Lamour’s star. She runs across the intersection of Hollywood and Vine, and collapses on the ground with three Street People. One says, “You dyin’, lady.” They then resume the conversation they were having about the bus to Pomona. One of them talks at length about her friend Niko.

Sue vomits a profuse amount of blood onto Tennessee Ernie Williams's star, and the first Street Person comforts her: “It's OK. You dyin’, is all.” The woman lights a lighter in front of Sue’s eyes. “I'll show you the light now. It burns bright forever. No more blue tomorrows. You on high now, love.” Sue dies.

### *Nikki's Reality*

The preceding was a scene being shot for *On High in Blue Tomorrows*. A Panavision camera pulls back; Kingsley calls "cut." The actors playing the Street People move out of the scene. Nikki remains lying still on the set. Kingsley leads a round of applause for her, and she eventually gets up and wanders off, in a traumatized state. She does not speak another word for the remainder of the film. A wardrobe assistant tries to put a white robe on her, but Nikki resists. Another woman stops Nikki to wipe her face clean, and puts a blue robe on her. Kingsley catches up to Nikki walks up and tells her she was wonderful, and hugs her. She does not respond, and wanders off. She walks out of the soundstage and sees other Paramount stages. Then she sees something else: she looks out of the Lost Girl's TV screen, and sees the Lost Girl.

### *Another Place*

Nikki walks into a red-curtained area, which is inexplicably right outside of Stage 4. It turns into a cinema.

In the theater, she sees herself on screen, exactly as she is in this moment, standing in the theater. She then sees herself in Mr. K’s office talking about her son’s death, and saying her life was like a dark movie theater. The scene onscreen then changes to the future: Nikki walking toward the bureau in Sue’s bedroom. The scene then returns to the present: she sees Mr. K walking through the cinema. Nikki looks over and, indeed, sees him. He pauses at the bottom of a staircase to stare at her, then goes up. Nikki leaves the blue robe on a seat back and follows Mr. K upstairs.

Upstairs is a sparse, dark hallway. Nikki wanders around for awhile. A clock reads 12:09. She sees a door labeled “Axxon N.” She goes inside; it’s Sue’s home. She walks to the bureau in the bedroom and opens the drawer (as she saw herself do on screen). Inside the drawer is the pistol that Smithy was given by Marek, on top of Smithy’s green coat. Nikki exits back to the dark hallway. The time is now 12:13. The Phantom stalks down the hallway behind her. Nikki enters a green hallway, sparsely lit with wall lights. She sees Room 47. The Phantom approaches. She fires the gun several times. At first, he seems only to smile, although his face is bathed in a white spotlight and he stops moving. He then suddenly has a deformed version of Sue’s face, looking insane, on the inflated surface of his head. Then he has a strange deformed sick-looking clown face, with black eyes and blood pouring out of the red mouth.

The door to the Rabbits' home opens, and a bright light pours in. The Rabbits all look toward the open door. Nikki walks inside Room 47 and enters the Rabbits' home: now empty except for her.

In the hotel hallway outside of the Lost Girl's room, Lori and Lanni run joyously, hand in hand. The Lost Girl sees them on TV, then sees herself on TV. Nikki enters the room, and kisses the Lost Girl. Nikki disappears.

The Lost Girl finally leaves her room, running downstairs and entering the room containing Smithy's house. Smithy returns home, now with a son. The Lost Girl comes out from the hallway, and the family lovingly unites.

Nikki reappears in the Rabbits’ house. The studio audience applauds for her. A dancing ballerina is superimposed over her as she is bathed in beautiful light. It is coming from a film projector pointing directly at her, possibly projecting her image. She smiles joyously.

Smithy, the Lost Girl, and her son hug

Nikki sits in her home with Visitor #1. She looks over at the couch where she was sitting when she got the role, and sees herself smiling, wearing a blue gown.

### *End Credits*

Over the end credits, we see the marine’s sister, Niko and her monkey, Laura Harring, Nastassja Kinski, a wood-sawing lumberjack, a trainyard worker, a teacher, an archaeologist, and the Valley Girls are all in Nikki's home, while a dancer lip syncs Nina Simone's "Sinnerman" and a group of other dancers dance behind her. Nikki sits next to Nastassja Kinski; Nikki and Laura Harring blow kisses at one another. Nikki seems extremely happy.

## Production

David Lynch announced the film in May 2005, and said that he had been working on it for two years at that point, placing the start of production in 2003. In the *Stories* feature, Lynch says the first day of shooting was in February.

Lynch discusses the process for making the film on the *Stories* feature on the DVD, as well as in his book, *Catching the Big Fish: Meditation, Consciousness, and Creativity*. He and other cast and crew members also discuss the production in *Room to Dream*.

One day, Lynch ran into Laura Dern, who had just moved to his neighborhood. They had not seen each other in a while, and agreed that they should work on something - perhaps a short for the Internet. At the time, Lynch was producing a great deal of original content for his website, DavidLynch.com. Some of that material, notably *Rabbits*, themes from *The Darkened Room*, and the abandoned series *Axxon N.*, was ultimately significant to the development of *INLAND EMPIRE*.

Over the course of two weeks, Lynch wrote a scene. *(Source:* Room to Dream*, David Lynch and Kristine McKenna, 2018, Random House, p. 434.)* He ended up creating a fourteen-page monologue for Dern and they shot a seventy-minute scene. Lynch chose not to release the scene since it was "too good" and "held a secret for more." *(Source:* Catching the Big Fish*, David Lynch, 2006, Penguin Group, p. 141.)* This footage ended up in the film and in the deleted scenes as the "Mr. K" monologues. The scene was shot in four hours on a set built in Lynch's home painting studio. Dern remembers the night as "very magical and a little trancelike." Per Lynch, they shot forty-five minute takes and only stopped shooting twice (for an airplane and once to reload the camera), and Dern was paid the standard Internet rate of $100. According to Lynch's personal assistant Jay Aaseng, after Dern left, Lynch's eyes lit up as he had a smoke, and he asked "What if this is a movie?” Lynch says that when he watched the scene he saw that it “indicates something way bigger and holds the key to everything. Later I got another idea but I didn’t know it related to Laura’s scene. I liked it, though, so I shot it, and a little bit later I got another idea that didn’t relate to either of the two things I’d shot. Then I got a fourth idea that united everything, and that started it.” *(Source:* Room to Dream*, David Lynch and Kristine McKenna, 2018, Random House, p. 416, 434.)*

He and Dern continued shooting scenes periodically. After returning from "intensive study" with the Maharishi in the Netherlands in June 2003, Lynch geared up production on the film and hired Jeremy Alter (who had been assistant location manager on *Lost Highway*) to co-produce the film. Lynch's personal assistants Jay Aaseng and Erik Crary, along with Lynch's son Austin and Lynch himself, filled most of the crew duties for the majority of the shoot. Aaseng credits Alter and his industry connections with being able to help realize Lynch's vision. *(Source:* Room to Dream*, David Lynch and Kristine McKenna, 2018, Random House, pp. 416-17.)* Due to his strong belief in the Unified Field, Lynch decided not to try to force the ideas to have the structure of a typical film script. Rather, he would write and shoot scenes periodically as the mood struck, giving little thought to how they would relate to one another, and trusting that the larger picture would eventually reveal itself to him, because, "There couldn't be a fragment that doesn't relate to everything." *(Source:* Catching the Big Fish*, David Lynch, 2006, Penguin Group, p. 141.)*

Initially, Lynch paid the budget out of pocket, telling Alter, "Jeremy, you're gonna tell me something costs a hundred and forty dollars, and I'm gonna give you a hundred and forty dollars." Once production was well underway, StudioCanal became involved and contributed $4 million. *(Source:* Room to Dream*, David Lynch and Kristine McKenna, 2018, Random House, p. 418.)*

Lynch had been going to Łódź, Poland for the Camerimage Film Festival since November 2000, and with the help of the Camerimage people, would take photos of abandoned factories. On one visit to Łódź during production of *INLAND EMPIRE*, ideas for a scene "started flooding in," and he pictured three people sitting around a table. He had filming equipment with him because he had just shot a scene with Dern, who was in Paris (the scene of Nikki in the hotel talking to the Phantom on the phone). He scripted the scene that night, while the people from Camerimage found actors and a location. They shot the scene the next night, and were finished by 10pm. *(Source:* Stories *feature.)* Based on the description, this likely became the séance scene in the film. Marek Zydowicz, founder of Camerimage, gives a different account, claiming that the Lost Girl’s room was the first Poland location shot; however, he also recalls Leon Niemczyk, who appears in the séance scene, being among the first actors he contacted. *(Source:* Room to Dream*, David Lynch and Kristine McKenna, 2018, Random House, pp. 423-24.)* The Camerimage crew provided assistance to Lynch for the remainder of the Poland shoot as it grew to include more and more scenes. In Poland, Lynch shot at Opus Studios, using the stages to shoot inserts and to stage picture and sound experiments. Opus also provided period clothes, props, and cars and the horse and buggy. *(Source:* Stories *feature.)*

In Los Angeles, when not on location, they primarily shot in a warehouse. They had access to the Paramount soundstages, but financially could not afford to shoot there much. Since warehouses are not soundproofed for film production, they were unable to shoot sound on those sets. There was also no air conditioning, but Lynch calls shooting in the warehouse a great experience. The warehouse was right near busy train tracks, and a mood appeared. (Notably, trains are often heard running nearby in the scenes at Sue's house, and a distant train horn is also a frequent sound effect in the *Rabbits* sound mix.) (*Source:* Stories *feature.)*

Lynch did not discover the larger form of the film until about halfway into production. *(Source:* Catching the Big Fish*, David Lynch, 2006, Penguin Group, p. 141.)* In the *Lynch* documentary, Lynch can be seen explaining the film over the phone to a not-yet-on-board Jeremy Irons. He says that he has never worked this way before, although the production of *Mulholland Drive* forced him to work in a somewhat similar way. Alter has said that the film became a “more full-time thing” once Irons came on board. *(Source:* Room to Dream*, David Lynch and Kristine McKenna, 2018, Random House, p. 417.)*

The film was shot with Sony PD-150 digital cameras. Lynch at the time frequently stated that he was done shooting on film. Lynch has since backtracked somewhat, saying that he is falling back in love with celluloid. He preferred digital because he could shoot on the fly with much more fluidity, not having to constantly stop to reload film, reset lighting cues and move clunky camera equipment. This enabled him to experiment far more, finding scenes as he shot and improvising greatly on set. He also felt that avoiding lengthy downtime helped the actors to stay in an unbroken mood. Many scenes in *INLAND EMPIRE* mock the tedious nature of the traditional filming process, with Nikki and Devon spending most of their time on the film set sitting in darkness waiting for the crew to set up shots. Every time they finish shooting a scene, a crew member yells, "Check the gate!" This refers to the practice of making sure that the just-completed shot is free of film scratches and "hairs," something Lynch no longer had to worry about shooting on digital.

Although Lynch acknowledged that the low quality he achieved with the PD-150 could be seen as "ugly" (and also admitted that there were higher-quality digital cameras he could have used to shoot in HD), he liked the lower quality which reminded him of 1930s films. He enjoyed the fact that the camera captured less information because "if there's some question about what you're seeing, or some dark corner, the mind can go dreaming." *(Source:* Catching the Big Fish*, David Lynch, 2006, Penguin Group, p. 149-50, 153.)*

In the *Lynch* documentary, Lynch can be seen having moments of doubt and anger about the fact that the "big picture" of the film is not coming together, particularly on a day when Laura Dern does not show up at his house to shoot as planned. They speak on the phone, and Lynch seems ready to abandon the film, saying that it's "maybe never going to get made" and that he has to think about things. In another scene he says he has been reading the Bible to get inspiration, as he did on *Eraserhead*. He then tells the story of Jesus casting the demon Legion into a herd of swine, who immediately commit suicide.

The title of the film came to Lynch when Dern told him that Ben Harper, her boyfriend (later ex-husband) is from Inland Empire. He immediately realized that he wanted this to be the title of the film. *(Source:* Catching the Big Fish*, David Lynch, 2006, Penguin Group, p. 143.)* Lynch consistently writes the title of the film in all capitals, for unknown reasons.

Assitant editor Noriko Miyakawa said that during editing, Lynch drew a map which they used in lieu of a script. *(Source:* Room to Dream*, David Lynch and Kristine McKenna, 2018, Random House, p. 423.)*

Lynch says that the film starts with a very very faint wind. A viewer should hear the wind, just barely audible. This is followed a sound that is "quite loud."

Lynch introduced screenings of the film with a quote from the Brihadaranyaka Upanishad: "We are like the spider. We weave our life and then move along in it. We are like the dreamer who dreams and then lives in the dream. This is true for the entire universe." He also used this as the quote at the top of his "chapter" on the film in *Catching the Big Fish*. Lynch reused this quote in a key scene in Part 14 of *Twin Peaks* season 3.

The film was made by Studio Canal (who had also produced Lynch's last two films, *The Straight Story* and *Mulholland Drive*), Lynch's companies Absurda and Asymmetrical, and the Polish film festival Camerimage (their first film production).

Lynch produced the film along with Mary Sweeney. Sweeney, Lynch's creative collaborator and domestic partner from the early '90s through the filming of *INLAND EMPIRE*, had acted as assistant editor on *Blue Velvet*; script supervisor and first assistant editor on *Wild at Heart*;editor on *Industrial Symphony No. 1* (prerecorded clip)*;* script supervisor on *Twin Peaks* Episodes 8 and 9; editor on *Twin Peaks* Episode 14; editor on *Twin Peaks: Fire Walk with Me*; editor on *On the Air* Episode 1; editor on the *Hotel Room* episode "Tricks"; producer and editor on *Lost Highway*; producer, co-writer (with her college friend John Roach) and editor on *The Straight Story*; and producer and editor on *Mulholland Drive*. Lynch and Sweeney married in May 2006 and divorced a month later, likely for financial reasons as they finalized their split. *(Source:* Room to Dream*, David Lynch and Kristine McKenna, 2018, Random House, p. 424.)* They have one son, Riley Lynch.

Strangely, the 2023 Criterion Collection remastered Blu Ray release alters Kingsley's line about the "ninety-year-old niece" to remove the reference to her age.