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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.

Although the film jumps through time and between multiple planes of reality over its three-hour runtime, and is of course subject to various interpretations, the basic story is not as confusing as it at first seems.

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 his wife jealously murdered him with a screwdriver, then killed herself. 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.

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

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 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 sits on a 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.                                      


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.

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.


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, 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 called “ Vier Sieben ”—German for “forty-seven.” The tale 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.”

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 and Devon shoot a scene where Sue and Billy flirt in a gazebo. Billy has a wife and two kids; Nikki 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 visiting Billy at home while his family is away.

During more downtime on set, Nikki and Billy flirt 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.

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 about 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
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