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1* AdaptationFirst: It's based (very loosely) on the short story "Memento Mori" by the [[Creator/JonathanNolan director's brother]] but that story wasn't published until after the film opened. It's included on the DVD. The short story actually has a lot in common with ''Film/TheDarkKnight'', as many of Earl/Leonard's inner monologues are The Joker's verbatim.
2-->''So the question is not "to be or not to be," because you aren't. The question is whether you want to do something about it. Whether revenge matters to you. It does to most people. For a few weeks, they plot, they scheme, they take measures to get even.''\
3\
4''You probably were the type to let it go, weren't you? Before. But you're not the man you used to be. Not even half.''\
5\
6''Never-ending grief, never-ending anger. Useless without direction.''
7* BreakthroughHit: It was [[Creator/ChristopherNolan Nolan's]] first big hit as a director.
8* CastTheExpert: Creator/StephenTobolowsky has stated that during his audition for Sammy, he had mentioned to Creator/ChristopherNolan that he had experienced amnesia personally. A few years earlier, he was given an experimental pain killer that induced amnesia for a surgery he had undergone. Tobolowsky said it may have helped him get the part, because no other actor would likely have had his first-hand experience.
9* DyeingForYourArt: Creator/GuyPearce was originally two hundred thirty pounds (104.3 kilograms) before the movie was made, and lost all of the weight within a few months.
10* FakeAmerican: Australian Creator/GuyPearce as Lenny.
11* FromEntertainmentToEducation: The film has been used to better understand anterograde amnesia (that is, the inability to create new memories).
12* LoopingLines: Nolan explains [[https://www.youtube.com/watch?v=w5YZSQ5m9NY&t=1186s here]] in a short documentary on the making of the film that he revoiced Creator/JoePantoliano's line "You don't have a clue, you freak" because they never quite nailed it on set.
13* MethodActing: Before filming the scene where Leonard kills Jimmy, Larry Holden told Creator/GuyPearce to really attack him. Pearce, a former bodybuilder, complied, and left Holden covered in bruises after the scene.
14* PlayingWithCharacterType: At first glance, Teddy seems like exactly the kind of untrusworthy weasel Joe Pantoliano has made a career out of playing. [[spoiler: The situation is actually a lot more complicated than that. He ''is'' a crooked cop who has been using Leonard to take out enemies but he also genuinely thinks of Leonard as a friend and his manipulations have been at least partially to keep Leonard from doing serious damage on his own and hurting innocent people.]]
15* ShrugOfGod: The DVDCommentary splits into three parts in the last scene: one saying that [[spoiler:Teddy was lying to Leonard]], one saying [[spoiler:he is telling the truth]], and one [[spoiler:not saying either way]].
16* TechnologyMarchesOn: The film makes good use of polaroids, which dated the film once smartphones with cameras became ubiquitous.
17* ThrowItIn:
18** Many of Leonard's unique voiceovers were improvised by Creator/GuyPearce.
19** All of the dialogue in black-and-white sequences that feature Sammy was improvised.
20* WhatCouldHaveBeen:
21** Creator/ChristopherNolan's first choice for the role of Leonard was Creator/AlecBaldwin. Creator/BradPitt was initally slated for the role. He was interested, but passed due to scheduling conflicts. Creator/AaronEckhart, Creator/ThomasJane and Creator/CharlieSheen were also considered.
22** Creator/FamkeJanssen, Creator/AshleyJudd and Creator/AngelinaJolie were considered for Natalie. Creator/MaryMcCormack lobbied for the role.
23** Creator/DenisLeary turned down the role of Teddy.
24** "Paranoid Android" by Music/{{Radiohead}} was originally going to be used in the closing credits, but Nolan decided that the royalties needed to use this song (owned by Creator/CapitolRecords) would be too great for this low-budget film.

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