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Memento is a film that distinguishes itself through its startling structure and hypnotic use of repetition. The film chooses to play backwards - so we actually begin with the conclusion of the events, and work our way back to where it all began. This is a structure used rarely in film - there have certainly been films that have played on the power and instability of memory, which this one does, and Rashomon and The Outrage are a couple that have analysed a single event from a range of perspectives. But backwards? It has been replicated in theatre - Harold Pinter's Betrayal (which was subsequently filmed) and Tom Stoppard's Arcadia are two examples, and both worked with some success. Arcadia, for example, begins in misery and ends with a bittersweet optimism; all the more tragic for what we understand will befall the characters in their future.

Memento, however, appears to be no journey back to innocence, although, in some respects, it is not too far from being just that. This film is a complex and intricate thriller, as we track back into the past of Leonard Shelby (Guy Pearce) who suffers from chronic short-term memory loss. Shelby is on a quest to find the murderer of his wife (Jorma Fox) who died in the same attack that robbed Leonard of his memory. His condition prevents the making of new memories, and thus, he is forced to use other means to keep track of his acquaintances, his environment, and the clues he needs to track down her killer. This is a challenging, frequently difficult film that eludes clear narrative lines and remains, even after its conclusion (or, more accurately, its chronological beginning) firmly enigmatic and open-ended. It is one of the best things about this film, simply because it works so well as an intriguing puzzle, and then demands spirited deconstruction, re-assemblage and analysis after it's all over.

Memento does have its faults, but it more than compensates for them for being so brilliantly difficult, and for demanding so much - perhaps too much - from its audience. We begin with Leonard exacting justice in a brutal assault on a man we only see the briefest glimpse of, but who turns up alive and smiling not a minute later. He is Teddy (Joe Pantoliano), and his reappearance on the scene is an abrupt, discordant image, but as the scene plays out, we return again to the beginning of the previous scene, and a neat circle has been completed. And this is the way the story progresses for the rest of the film. People appear with injuries that vanish in the next scene, they have arguments over issues you cannot understand until later - the whole movie hinges on an ability to hold the memory and use it later on. The challenge for Shelby is to collect the clues to his wife's killer before his memory fades, when he is forced to begin all over again from scratch.

Cleverly we too are placed in this position as each new sequence begins, and it's a great joy in this film to find yourself wholly identifying with the struggles of the main protagonist. It's a completely empathetic experience as you are granted pieces of the puzzle before the screen fades and you find yourself in an alien environment, with characters holding conversations you cannot place within the grand scheme of things. In fact, your ability to read this film is reliant on your ability to remember, to place events, clues in their appropriate order, and to store away the pieces of the puzzle you feel are important. In this way, Memento proves one of the more significant films in recent times that tests not just modes of narrative, but modes of spectatorship, ways of processing and storing the images and events which flash before our eyes on the screen. As we journey back in Memento, we come to know the mysterious Teddy better, as well as the dark, enigmatic Natalie (Carrie-Ann Moss). But how much do we really know?

Nolan, who both directs and wrote the script, tantalizes us and encourages our skepticism with great effectiveness. How much of Leonard's memory can we trust? To retain the clues and chart the progress of his quest, his body becomes his canvas - great tattoos adorn his body with clues, information, things it is essential he remember. But the film cleverly calls into question the source of this information, and challenges all that Leonard, and we, accept as fact. The series of photos Leonard keeps of the people in his life include hand-written notes -and on the photo of Teddy Leonard has written, "Do not believe his lies".

Is Teddy to be trusted? Or is the person who has provided this information the true liar? This is a film as much bound in generic conventions as any thriller with neo-noir overtones, and we know that something has to be up with the girl. And Natalie proves as interesting as anyone in this film, and her motives, along with those of the fast-talking Teddy become cloudier and more obscure the closer we draw to the resolution.

The clever weaving of these characters and narrative threads is most effective, with the structure working to the film's advantage. Because this film is so adamant in its refusal to make things easier, the process of dissecting and evaluating events and evidence becomes the greatest joy of this immensely pleasurable film. And whilst it is startling initially, the backwards structure, (interspersed with a black and white 'breather' where Leonard recalls the significant case of Sammy Jan kis), develops a wonderful rhythm, and its repetition as each sequence plays out to the beginning of the scene before gives Memento its brilliant shape, and its flexible space. The main problems with Memento lie in its middle section, where the plot becomes even more complex, and further characters become important players in the whole scenario, and betrayals and double crosses and suspect motives become so overwhelming that it becomes increasingly difficult to navigate your way through the information. Memento perhaps allows itself a little indulgence, drags itself out for a little longer than it needed to, and tries to be a bit too clever in its intricacy. It is during this middle section when the structure loses its novelty, and the narrative bogs down in detail that Memento loses its focus and becomes more a chore than a pleasure.

Perhaps, with ten minutes or so snipped off this section, Memento would hold together a little better than it does. But by the time the revelations start coming as the film builds to its climax, this focus, and our engagement with the structure is re-energise d, and the resolution is as powerful and tantalizing as the earliest sections of the film. Memento is certainly a worthy, fascinating film, even for its occasional sluggishness. Performances are strong, particularly Carrie-Ann Moss, who continues to build a reputation with each role.

Beginning with nondescript parts as 'the girl' in films like The Matrix and Red Planet, she moved onto stereotype with Chocolat, and here, in Memento, seems to be proving that she can act as well and not just function, like she has had to in the past. Her Natalie seems to skulk like a vampire, eyes downcast, blackened and mysterious, and she effectively mixes into her character splashes of vulnerability and icy viciousness. It's a good performance that counteracts well with Guy Pearce's effort. His Leonard is a sort of nothing man struggling to piece together the things that can restore him to life, and as such, Pearce plays him with a ruthless desire, and a frightened innocence, with the odd flash of irony and humour. Together with Pantoliano who is perhaps a little too stereotypically sleazy and hyped, like a used car salesman, the three hold together the narrative that increasingly spins out of reach and out of comprehension. Memento is, in many ways, a fairly standard, albeit well-executed vigilante style thriller.

Its distinguishing trademark, though, the idea to play the thriller backwards, sets it above and beyond others that flood the genre, bringing a new angle, a new process to entice and challenge audiences. It may be flawed, and is certainly a film that remains elliptical after a first viewing, but the joy of Memento lies in the discussion, the evaluation, the knitting together of clues and re-assembling the narrative. As provocative, inspiring and challenging as it is, Memento will remain a film to remember. A dislocated structure and the vagaries of memory are not just the sole domain of a film such as Memento, which hangs its narrative boldly and defiantly on deliberately non-linear storytelling.

Steven Soderbergh's The Limey manages to toy with such concepts with equal effectiveness, but without the fanfare. This film has languished in distribution hell for some time - it appeared at the Melbourne International Film Festival in 2000 a year after its completion. Now, almost a full year later The Limey finally makes it onto our screens in Australia, a film by Soderbergh that actually predates his two most recent releases, Erin Brockovich and Traffic. Comparisons are, I suppose, inevitable in a case like this, simply because Soderbergh has moved closer and closer to the mainstream, and The Limey represents his last truly independent vision, before the demands of high profile stars and Academy Award potential left his films with a distinctive look, but a beveled edge. The Limey is a revenge drama, much in the mode of films such as John Boorman's Point Blank, as the man slighted by the past seeks some sort of retribution and peace from what has gone before. In this case, our protagonist Wilson (Terence Stamp) seeks answers and revenge for the death of his much loved but neglected daughter Jenny (Australian TV's Melissa George).

His journey leads him to his daughter's friends Ed (Luis Guzman) and Elaine (Lesley Ann Warren), and finally to the luxurious home of record producer Valentine (Peter Fonda) where he seeks some final answers. It's fair to say that the plot as it is fairly thin, and some of the script is too loose and ill advised, but the way that Soderbergh approaches the material, twists and shapes it into something else is a real coup. The Limey plays so beautifully with memory, with composition and light that it lifts the occasionally pallid script and re-invigorates what could easily have become lumpish and laboured in the hands of another. The Limey begins with the urgent violence of Wilson's plea: "Tell me! Tell me about Jenny!" and from this initial set-up, we are left to free wheel through the narrative, where we slip casually backwards and forwards in time with astonishing ease. Often such a structure keeps you on your toes, forces you to shift and realign yourself with the new turn, the new chronology.

Yet The Limey somehow manages these segues through time with seamless ease, it's a bit like sliding down through a cascading river system where you are shifted and repositioned not necessarily by force, but by the insistence of the current, the natural flow of the film itself. This is one of the most perfect things about Soderbergh's film; it adopts an unconventional structure, yet makes it seem effortless and natural, a skill he was less successful with in his subsequent film Traffic. Similarly, his film is populated with the sort of actors who struggle for recognition, with their time being past, their fame faded. Collecting actors such as Warren, Stamp and Fonda for this film imbues it with a kind of wistful melancholy that echoes Wilson's desire for the past, and his desperate longing for his lost daughter. Stamp is lumbered with some unfortunate dialogue that attempts to play upon his Cockney origins, but it just comes out sounding like Delve ne Delaney's work on The Love Boat In Australia - condescending and embarrassing. Yet when Stamp is free to act, rather than adopt these ill-fitting robes, he's terrific.

Similarly, Fonda is as good as he's ever been, and his satire of the faded and jaded 60's icon is absolutely perfect, and the script offers him a couple of tremendous scenes where he gets to comment with wry humour on the experiences of the past. But what works best in this film is the careful construction of the narrative, the weaving of sound and image, the composition and framing that Soderbergh employs. He has an astonishing eye for a striking image, and knows when to draw in close, and when to place distance between the subject and the audience. A sequence when Wilson wreaks revenge upon some lackeys in the drug trade he investigates is a perfect example. Soderbergh chooses a kind of hysterical close-up, an image of absolute defiance and rage that explains so simply the complexity of Wilson's past, and his drive to secure peace for his daughter. Yet at the same time Soderbergh is unafraid to wind back, climb into the background where we can see the violence at a distance, almost judgmentally.

The juxtaposition of harrowing intimacy and objective observation is a powerful methodology that works to contextualize Wilson and his actions, without ever losing our understanding of his character, or our sympathy for his plight. And in keeping with the fractured structure of memory, vision and sound slip out of sync, and conversations become disembodied voice-overs, matched with images of silence or contemplation. This functions almost like a Shakespearean aside; characters pass comment to the audience, yet seem for all intents and purposes to remain muted, contained. It is perhaps the dislocation of the editing of both sound and vision that encourages the emotional power of The Limey. Key memories come to pass new light on more recent events, and dialogue often hides or fails to reflect truths, whilst other disconnected moments offer a more revealing, accurate truth. Most effective, though, is Soderbergh's inclusion of scenes from Stamp's 1967 film Poor Cow (which was Mike Leigh's first film).

It is through these scenes, with a young Stamp cheerfully misbehaving, filled with youthful mischief, and the dreams and anticipation of what life will hold, that Wilson comes into sharp focus. It's a beautiful, touching addition to the film as we are encouraged to compare the promise of youth and the faded visage of experience. The repeated flicking back to Wilson on the plane, heading home from his time in Los Angeles offers a perfect conduit for the full breadth of memory; it's only here, away from the world with the events behind him, that he can begin to sift and sort through the memories and construct them into some sort of shape that has any meaning for him. The Limey, like Boorman's Point Blank presents us with a dreamlike world, where sound amplifies and vanishes and revenge is something that must be worked through and understood, before it can be carried out. Soderbergh mastery of the camera, and of the varying modes of storytelling ensures that the sometimes-lax script (by Lem Dobbs) is buoyed by the strong performances (especially Warren and Fonda, who are terrific) and expert editing (by Sarah Flack). By the film's conclusion, as we, in many ways, return to the beginning, Soderbergh has indeed succeeded in telling us all about Jenny, and it's not just about what happened to her.

It is about the relationships and the flaws of Jenny, and those that ran in her circles. There is very little simple condemnation of these people - even Valentine comes across more as misguided and foolish than truly evil - and it is this refusal to resort to simplicity that allows The Limey to retain a complex and fascinating trajectory that may misfire here and there, but is for the most part, a powerful, intelligent, and quite beautiful film from a master filmmaker.