If you can't get the Director's Cut, which gets rid of the opening narration and adds about 15 minutes of character development, be sure to skip past or mute the opening narration, because it spoils the plot and was a last-minute addition at the behest of New Line Cinema. If you want spoilers, you can just read the next seven paragraphs. A man (Rufus Sewell) wakes up in a bathtub with a bleeding puncture wound on his forehead and no memories. A broken syringe is on the bathroom floor, a woman is dead in the bedroom, and a sudden, mysterious phone call tells him to leave quickly, because "The Strangers" are after him. Gradually, the man figures out that his name is John Murdoch, his wife is Emma (Jennifer Connelly), they have marital problems, and the police think he's a serial killer. John has to avoid the police, represented by Detective Frank Bumstead (William Hurt), and the mysterious Strangers, represented chiefly by "Mr. Hand" (Richard O'Brien) but led by "Mr. Book" (Ian Richardson), while Doctor Daniel Schreber (Kiefer Sutherland) is alternately trying to help him or deliver him to the Strangers. Staying on the move to evade the police, John observes the city stopping at midnight. Literally; everything grinds to a halt and everyone falls asleep, while the Strangers alter the landscape and Dr. Schreber implants new memories into the people's minds (with a syringe just like the broken one in John's apartment). The Strangers cannot make him sleep, and in the ensuing chase, he uses a burst of psychokinesis to knock down a sharp object and kill one of the Strangers. John watches a glowing creature crawl out of the Stranger's skull and die, and then escapes his pursuers. Still moving, John notices that day never comes, and as he recovers more of his memories, he tries to get to Shell Beach, where he grew up, but the subway will not take him there, and nobody knows how to get there any other way. Even his uncle can't remember. The Strangers are disturbed that John is uncontrolled, because he possesses their psychokinetic abilities, called "tuning." Mr. Hand volunteers to inject himself with the memories John should have received, so he can better understand their quarry. Despite objection from his collaborator Mr. Wall, Doctor Schreber injects him. Detective Bumstead finally tracks down John, but believes that he's innocent of the murders. They also find Doctor Schreber, and force him to reveal the true nature of the dark city: the Strangers are a dying race of psychokinetic aliens who infest human corpses and want to learn about the human soul and the patterns of Nature versus Nurture by abducting a group of humans, taking them to a habitat in space, and forcing Dr. Schreber to mix and match their memories every night. Schreber doesn't know anything outside the city, because the Strangers forced him to destroy his own memories of the world they came from. The three of them arrive at a Shell Beach poster, and John and Frank start breaking the wall down. Schreber tries to stop them, but when they break through, they see the void of space, and Frank falls out into it, pulling Mr. Wall with him. The Strangers, having abducted Emma for a hostage, find them and force them to surrender, taking John and Schreber to their Elaborate Underground Base. The Strangers order Schreber to replace John's memories with the collective memories of their kind, so that they can share his soul. Instead of doing as ordered, Schreber injects him with a mixture of memories that teaches him how to use his tuning powers. John breaks free and fights Mr. Book in an incredible battle of will, which destroys the Strangers' lair and Schreber's laboratory. Emerging victorious, John starts to rebuild the city, tilting the habitat toward the star it orbits, bathing Mr. Hand in the sunlight that the Strangers cannot tolerate, and unleashes water to flood the force field and create the Shell Beach he remembers. He finds Emma again, but her memories have already been altered; she's now "Anna." John is willing to make a new start.