Inland Empire


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“Strange, what love does.” The role of a lifetime, a Hollywood mystery, a woman in trouble . . . David Lynch’s first digitally shot feature makes visionary use of the medium to weave a vast meditation on the enigmas of time, identity, and cinema itself. Featuring a tour de force performance from Laura Dern as an actor on the edge, this labyrinthine Dream Factory nightmare tumbles down an endless series of unfathomably interconnected rabbit holes as it takes viewers on a hallucinatory odyssey into the deepest realms of the unconscious mind.

Picture 7/10

The Criterion Collection brings David Lynch’s first digitally shot movie Inland Empire to Blu-ray, presenting it in the aspect ratio of 1.85:1 on the first dual-layer disc of this two-disc set. It is presented with a 1080p/24hz high-definition encode.

Using a new “4K” restoration overseen by Lynch, the results are perfectly fine but… interesting. The film (done in sections over a few years) was shot in 640x480i digital resolution using a consumer-grade video camera, a DSR-PD150. He then upscaled the footage to high-definition and edited it together to form Inland Empire. The purpose was to show—before iPhones had even become a thing—anybody could make a film with whatever tools they could get their hands on, and they could still make a stunning-looking one despite any limitations of said tools. He pulled it off, but due to the standard-definition source (interlaced, even), it was always going to look a bit “problematic” on home video, especially the higher resolution formats like Blu-ray.

Despite the inherent shortcomings of the format—and Lynch being Lynch and needing to experiment further—the filmmaker decided to take the film a step further and perform that 4K restoration, putting the image through an AI process to upscale the original SD source to 4K, adding “details” and cleaning up digital noise where possible (he also added a thin layer of artificial grain in places). Contrast and colors have also been corrected. It sounds to be an exciting process, and it has managed to pull off some wonders, but make no mistake: this is still clearly sourced from standard-definition material, and the results will never be confused for a proper 4K presentation. (One of the biggest misses in the supplements is that the restoration wasn’t covered, but the booklet at least features a section that details it.)

Though whatever process it has been put through has cleaned up a lot of the digital noise that has always been present to a degree, many other things have been left behind. Ringing and edge enhancement can get particularly bad in long shots, with heavy halos wrapping around almost everything and eating up details. Banding also pops up. Black levels are less mushy and look much more profound, but range and grayscale are still severely limited, leading to heavy macroblocking in the shadows. Blues and reds also have a bit of trouble blending cleanly into blacks, creating all sorts of blocking patterns. And then interlacing artifacts are still present, with quick movements leading to ghosting effects and sharp, jagged edges. Motion can look a bit off and adds to that video feel, almost certainly due to the frame rate at which it was shot. It’s also very probable the conversion to 24fps for this presentation is not helping things, too.

That said, none of this should be a surprise considering the source. I should also point out that none of what I have mentioned should be taken as criticism, just as the “compromise” grade I ended up giving the presentation should be ignored: this is just how the film is always going to look to some degree thanks to the SD source, and no matter what is done it’s not going to look “reference quality.” Expectations need to be set appropriately as the news around the film going through some algorithm to upscale it to 4K may lead to unreasonable hopes that this presentation is never going to satisfy, and based on the disappointment expressed by some in online circles around Criterion’s decision to forego a 4K UHD, it sounds as though expectations were a bit high. But there’s an obvious reason there is no UHD release, and that reason is there isn’t anything here that’s going to be pulled out in 4K that isn’t already here in high-definition. Those extra details were never captured. HDR will also not help because, again, there’s just nothing else there. This barely passes for high-definition as it is, so a presentation in full 4K resolution isn’t going to be much better (the notes also mention that Lynch intentionally went for a finished product that was less noticeably “4K-looking”).

Yet some impressive improvements have been made, making this the best presentation yet for the film. As I mentioned before, black levels are better, and the advances also carry on into colors. I found colors far more vibrant, and they blend a bit cleaner, with reds and blues looking bolder and skin tones looking less pasty (overall). There are also some impressive-looking close-ups with improved detail. That detail may be artificial, with a slightly waxy texture suggesting this is the case, yet it still doesn’t look half bad. I also found the darker scenes were easier to see here overall, and since there are plenty of those, that may be the most considerable enhancement.

In the end, despite the source limiting the results, I still think what is offered here is a considerable improvement over the previous DVD, but one shouldn’t expect any miracles. While a lot of the image has been cleaned up, and there are some noticeable enhancements, this is still clearly from a standard-definition source, with many of the shortcomings baked into the format still clear as day. And I suspect that’s how Lynch ultimately wants it.

Audio 8/10

Criterion includes two audio tracks: a DTS-HD MA 5.1 surround soundtrack and a lossless PCM 2.0 stereo soundtrack.

I only listened to the surround soundtrack, but I suspect the stereo one isn’t too different: the mix is very front-heavy, a fact that gets mentioned in the restoration notes found in the booklet. Still, it’s an impressive presentation despite the low-fi source. Lynch did use the built-in microphone of his digital camcorder, so, as expected, the live sound, including dialogue and background effects, comes out sounding a little flat, despite what I suspect are enhancements being applied. It’s the material added in during post-production, the score, and additional sound effects, that stand out. The added material delivers incredible range and makes beautiful use of the lower frequency, banging and rumbling subtly to unnerve the audience further.

Extras 9/10

Despite what I always assumed was Lynch’s aversion to special features, Criterion’s editions of his films have been packed with some great material that even manages to delve a little into the subject matter and themes of the films themselves. Inland Empire (which presents all of its features on a second dual-layer disc) is, I’m happy to say, no different. The most insightful feature on here (and appearing to be unique to this edition) is the 85-minute documentary Lynch (One), created by members of the team behind another documentary on the director, David Lynch: The Art Life (also released by Criterion). Filmed over the same period Lynch was shooting material for Inland Empire, the documentary aims to provide a portrait of the filmmaker and show his working process. The documentary focuses heavily on his fascination with the digital world, including his website and his newfound love of digital photography (there’s a story elsewhere on the disc around his being blown away by Photoshop). These two things would meet because, as he explains, he spent all this time building his site only to realize anyone could get through it in a few hours (if that), pushing him to make digital shorts to be hosted on the site. This would lead him to team up with Laura Dern and create what would become Inland Empire. Between all of this and Lynch sharing stories and talking about why he loves the ease of Digital Video, the documentary also features behind-the-scenes footage from these filming sessions and even features footage of him casting for the film, including his phone call with Jeremy Irons (sadly, we don’t get to hear the actor on the other end). It’s also fun watching him direct the likes of Harry Dean Stanton.

From this documentary, you pick up on the thinking behind the film and possibly some of the themes Lynch is looking to explore. Yet, the documentary is more focused on providing a portrait of Lynch rather than any “making-of,” so it’s not as insightful in this area as it could be. There's more of that to be found in what amounts to be “outtakes” from this documentary, 30 minutes worth of behind-the-scenes footage entitled Lynch2, which was also included on the previous North American DVD. It further features Lynch working through ideas and with his actors (including Irons and Stanton again) but also features some great little moments like when Lynch, excited by a location, keeps exclaiming, “oh golly!” in midwestern fashion.

Criterion sets up a new interview with Laura Dern, conducted by Kyle MacLachlan, to further cover the film's unorthodox beginnings and unusual shoot. The two Lynch regulars start by discussing the director and how they first came to work with him (amusingly, both have their on-the-nose impersonations of him) before getting into the film’s background and Dern’s experience. Amusingly, the project started after Dern had coincidentally moved into Lynch’s neighborhood and upon discovering that the director was inspired to work with her again. He would then come up with scenarios and lines of dialogue, send them off to her, and they would get together and film them, Dern admitting she didn’t understand much of it. This then turns the conversation between the two over to how Lynch’s “style” and interests have changed trajectory with his latest work, the director going back to his roots and early work with MacLachlan bringing up Twin Peaks: The Return and his role/roles in it as examples. It’s an open conversation with the feel of two old friends reconnecting and is a terrific addition to the set.

Criterion then ports over from the previous DVD 75 minutes’ worth of deleted scenes, entitled More Things That Happened. They feel to be presented in a planned order and feature more sequences around Dern’s character(s), more in Poland, plus more of the rabbits, and even an appearance by Nastassja Kinski. Yet I can’t say how it plays into or adds to the main “story” or even whether it clarifies anything. But it plays like its own film and works as another chapter to the main feature.

Also here (and ported over from the DVD) is Lynch’s 12-minute short film Ballerina, also filmed digitally. It’s a moody little experiment featuring foggy footage of a ballerina dancing. The content in and of itself is not “creepy” per se or even “moody,” but the blurry digital video set against the unnerving music and effects gets the job done. The film does appear briefly in Inland Empire.

Similar to some of Criterion’s other editions for Lynch’s films, the disc also includes a recorded excerpt of Lynch reading from Room to Dream, the 2018 book he wrote alongside Kristine McKenna. This excerpt ends up being one of the shorter ones, running only 15 minutes. Still, Lynch gives a quick rundown on the path that led to him making Inland Empire, from first discovering Photoshop to making his Rabbit shorts and then meeting up with Dern again. He also talks about the Awards “campaign” he did for Dern, which consisted of him simply sitting alongside with street with a cow, knowing the image would make its way to the internet (going “viral” before that was even a word). Dern and MacLachlan also discuss that bit of ingenuity in their interview. Again, it ends up being disappointingly brief compared to other excerpts from these recordings, but it's still a fun listen.

The disc then closes with the new trailer advertising the Janus restoration, and the included booklet then features an interview with the filmmaker excerpted from Richard A. Barney’s book David Lynch: Interviews, featuring the filmmaker talking about the experience of making the film, right down to editing all of that footage.

The short film Quinoa and a making-of called Inland Empire Stories have not been ported over from the Absurda DVD. I understand the lack of the latter (it was probably made redundant with the other documentaries). However, it’s a shame the short film wasn’t included, as it was amusing, if off, as an interview with Lynch while he cooks dinner. I assume it was excluded this time because it doesn’t have much to do with the main feature. The only other big disappointment is the lack of anything around the film's interesting restoration process.

Even if everything doesn’t get ported over, Criterion has assembled a rather satisfying set of features for the release, all of the content worth the effort.


Though the source materials limit how well this will look on Blu-ray, no matter what sort of upscaling process it has gone through, this new presentation still provides a notable improvement over the previous DVD edition.


2 Discs | BD-50
1.85:1 ratio
English 2.0 PCM Stereo
English 5.1 DTS-HD MA Surround
Subtitles: English
Region A
 2007 documentary, Lynch (one), by blackANDwhite, the makers of David Lynch: The Art Life   2007 behind the scenes documentary, Lynch2   New conversation between actors Laura Dern and Kyle MacLachlan   More Things That Happened, seventy-five minutes of extra scenes   Ballerina, a 2007 short film by Lynch   Reading by David Lynch of excerpts from Room to Dream, his 2018 book with critic Kristine McKenna   Janus Restoration Trailer   Excerpts from Richard A. Barney’s book David Lynch: Interviews