Matt Dillon, a grossly underused actor known primarily for his good looks in teen films like the "Outsiders" and his comic turn in "Something About Mary" has taken a giant career leap with his ambitious directorial debut "City of Ghosts." Dillon co-wrote the screenplay with novelist Barry Gifford ("Wild At Heart") and devoted six years of his life to the making of this impressive foray into film noir. We first meet Jimmy (Matt Dillon wrote himself a plum role of course) in New York, a crooked insurance salesman with a lot of money - five million dollars cash in a briefcase to be exact - who finds that the ill-gotten cash does not make him feel particularly good about himself. Instead, a newly aware Jimmy contemplates where the money comes from. He is a hero worried about his karma.

"City of Ghosts" is primarily shot in war-ravaged city of Phnom Penh and the bordering countryside. The film is stunning to look at--from a scene in a brothel where the girls, dressed in pink fifties cocktail dresses, sit in a room behind a glass window waiting to be picked, to the empty fields and the banyan tress, to the bike-drawn carriages and the grand, crumbling French buildings that lay in the heart of the capital.

Jimmy's journey takes him to Cambodia in search of his silent partner and life long-mentor Marvin (James Caan, who looks loose and marvelous in a long red skirt). When Marvin is kidnapped by business associates and held for ransom, Jimmy has got no choice but to save him.

Gerard Depardieu, who seems to be letting himself go, appearance-wise, in the way of Marlon Brando, sets the tone as the French ex-patriot bartender and hotel owner who sets Jimmy up in an $8.00a night hotel room, air conditioner on the floor. Stellan Skaasgard is a convincing double-crossing associate, and beautiful Natasha McElhone is the girl--the beautiful one, her long hair as lustrous as ever, who fulfills the one unconvincing arc of the film: the romance. I was never convinced that she should fall for Jimmy, a man clearly in trouble, but I was glad nonetheless, for after every long journey, it is always gratifying to see the hero receive a just reward.

Though the romance is no surprise, a great deal of "City of Ghosts" is startling. Jimmy enters into a universe of Buddhist monks, party-hearty expats, drunken expats, expats with no legs, of whistling children delivering chopped off feet in paper bags, thieving monkeys, and blistering hot days. Matt Dillon gives a dead-on performance as a seasoned player who only wants to be good. Perhaps that sounds corny. Perhaps, in a foreign landscape, far from the trappings of American life, guided by a trsutworthy driver named Sok, such transformation is also easier to believe.