Memento at 25
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| Leonard Shelby (Guy Pearce) keeps track of his life through polaroids and the notes he scribbles on them. |
Sometime around 2002 I was the marketing manager for a small tech company. We were short-handed one day so they sent me out to help a field rep with a server install. It was a small company so the tech and I spoke regularly, at least over the phone. We discovered we both liked movies, so over lunch I asked him the proverbial “seen any good movies lately?’ He mentioned Memento. He said it was a really good movie about a guy with a disability trying to find his wife's murderer.
Not exactly a description that makes you drop your fork. But I trusted his taste, so the next time I was at Blockbuster I found the VHS and took the plunge. I bought the retail version of the tape shortly after renting the film. For awhile, as I tend to do, I watched it over and over. Everything was on tape back then.
I just rewatched Memento for the first time in many years. In fact I’m still rewatching it, over and over, like I did circa 2002. This is an excellent film in every way. It is Christopher Nolan’s master class on how to make a low-budget picture. I think it is the best independent film ever made.
There are other contenders, of course. Reservoir Dogs is perhaps the most serious one with its crackling dialogue, the swagger, the violence, the confidence of a young filmmaker kicking the door open. The Blair Witch Project is probably the most astonishing low-budget marketing and cultural phenomenon of recent times, maybe ever. Still, Memento is the one I would put at the top. It is formally daring, emotionally powerful, well-written, beautifully acted, brilliantly edited, tightly directed, and somehow both cerebral and completely entertaining.
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| The "key facts" are tattooed on his body. Some can only be read in a mirror. |
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| The film alternates between color scenes which are in the future moving backward and black and white scenes which is told in traditional forward chronology. Leonard wakes up in a motel room. |
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| Natalie (Carrie-Anne Moss) discovers the tattoos and looks in the wall mirror to read some of them. |
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| The black and white scenes mostly consist of Leonard talking to someone on the phone, giving us all the necessary backstory of his wife's murder, his condition, and Sammy Jankis. |
The story is actually only slightly more complicated than my co-worker said. The guy’s disability turns out to be his memory. He can remember everything before “the incident” of his wife’s murder but nothing after it. He cannot remember anything new for more than a few minutes. “I just can’t make new memories,” is how Leonard, our protagonist, puts it.
He is trying to find and kill the man responsible. That is basically a noir revenge story. The damaged man. The dead woman. The corrupt guide. The woman who may or may not be helping him. The motel rooms. The guns. The lies. The sense that everyone knows more than the main character, including the audience, except the audience does not know what it knows yet.
This story has been told plenty of times in crime fiction and film noir. There is nothing especially new about revenge, grief, deception, or some poor sap wandering through a world of crooks and half-truths. But it has never been told quite like this. Not better than this, anyway.
The movie's famous structure is simple to describe and much stranger and entertaining to experience. The film is shot in black and white and color. The color scenes are told backward, the ending of the movie is literally the first thing you see. You just don’t know it yet. The black-and-white scenes are told forward, providing necessary background information. These two lines are intermingled and eventually meet.
Teddy speaks the very first word in the film. "No!" is played backward, since the opening sequence is literally running in reverse, the only time the film actually does this. The Polaroid fades back to blank. The bullet leaps back into the gun. And Teddy's shout reverses into something closer to "AhhhhN" (ON is the reverse of NO) before the hard cut to black and white. Nolan gets the goriest thing in the movie out of the way first thing, a long, fading Polaroid close-up of body, blood, and brains. The first sound in a film about broken memory is a word of refusal, played backward into nonsense.
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| Leonard writes notes on his polaroid. This is his way of tracking everything. |
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| But it is all still very confusing. |
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| He burns his wife's things the night before he kills what turns out to be the wrong John G. Here is the novel she never stops reading over and over in the film. A beautiful moment. |
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| He becomes aware that it is morning, wondering what is that fire? |
Memento is actually easy to follow. You don’t know why Leonard is doing what he is doing at the beginning of most color scenes but it soon becomes apparent that you will eventually know. The film lets you in. It teaches you how to watch it. Every few minutes, the color scenes overlap just enough with what we have already seen that the viewer remembers where we are moving in time. There is always a little click of recognition. Oh, we just saw the end of this. Or, wait, why is Leonard doing that? Or, now I understand that earlier thing, which is actually later.
This is one of the great pleasures of the film. After a few scenes, the viewer adjusts. The brain accepts the rhythm. In a normal film, suspense comes from wondering what will happen next. In Memento, suspense comes from not knowing what happened just before this. The question is reversed, but the pleasure is the same. The film changes the direction from which narrative satisfaction arrives.
That is a big reason the film resonates with audiences. It feels daring without becoming homework. It disorients the viewer a little, but it does not punish the viewer. It says, yes, this is going backward, but don't panic, we have motel rooms, Polaroids, tattoos, and Joe Pantoliano. You'll be fine.
Leonard will never be fine, however. He is the center of everything. Nolan leans very hard on the lead actors in all his films and Guy Pearce carries this film. It is hard to overstate how much he has to do. Leonard Shelby could easily have become a gimmick instead of a person. He could have been reduced to "the guy with the condition." But Pearce makes him human, frightening, vulnerable, disciplined, arrogant, wounded, and tragic. Sometimes he has to be several of those things in the same scene, sometimes in the same expression.
I knew Pearce from L.A. Confidential (1997), where he had already shown he could play a man who looks controlled while something much more complicated is going on underneath. In Memento, that quality becomes essential. Leonard looks clean and sharp. The suit. The blond hair. The tattoos hidden beneath the surface. He appears to be organized, almost procedural. He has a system. He has rules. He has notes. He distrusts memory and trusts facts. That sounds solid. It sounds almost heroic. But the whole film slowly reveals how fragile that solidity is. Leonard is not a detective with a disability. He is a man whose entire self has been rebuilt out seemingly random notes he keeps about himself.
Brad Pitt was apparently supposed to be Leonard, or at least was considering the role, and it is fascinating to imagine that version. I am sure it would have been more commercial. It might even have been good. But I don't think it would have been this good. Pitt brings too much movie-star mythology with him. Pearce brings less baggage. Leonard needs to feel like a man who has become strange to himself. Pearce has that quality here. He is attractive and charismatic, but also oddly blank, almost erased. His face becomes a place where information is constantly arriving too late.
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| Teddy (Joe Pantoliano) is terrific as Leonard's "sidekick." He is using "memory man." |
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| Leonard's files have sections marked out and missing pages. How is he to make sense of this mess? Wedding band in the foreground. |
Carrie-Anne Moss and Joe Pantoliano also carry a tremendous amount of the film. I knew both from The Matrix (1999), as most people probably did at the time. That is part of the strange pleasure of seeing them here. In The Matrix, they are plugged into this vast science-fiction mythology, leather coats, bullet time, sunglasses, prophecy, the whole cyber-messiah buffet. In Memento, they are in a much smaller, uglier, more intimate world. No grand digital reality. Just manipulation, grief, drugs, motel rooms, and Leonard wandering around on a quest to kill his wife’s murderer.
Carrie-Anne Moss is excellent as Natalie. It is a tricky performance because Natalie cannot be reduced to one thing. She is not simply a femme fatale. She is not simply a victim. She is not simply cruel. She is not simply helping Leonard. She has her own pain, her own danger, her own agenda, and her own ability to use Leonard's condition for her benefit.
But before she uses him they sleep together. She undresses him and learns of his tattoos in the film's most intimate moment. She thought she had given him reason to remember her. She was wrong. Natalie is disappointed, and the film leaves the rest to inference.
She insults him viciously provoking a violent strike, leaves the room, waits for his memory to reset, and then comes back in claiming Dodd (Callum Keith Rennie) has abused her. This is one of the nastiest sequences in the movie. It is also one of the most revealing. Natalie wants Dodd gone. She induces Leonard to hit her, then she leaves, waits in her car for a few minutes, then reenters the room claiming Dodd hit her and, even though he just finished doing this to her, Leonard does not remember it.
Moss does not overplay the cruelty. That is important. Natalie feels like a person under pressure, not a villain twirling a cigarette. She is dangerous because she is practical. She sees Leonard, sees what he can do, and sees what he cannot remember. The film is honest enough not to make her a monster for using Leonard for her own ends. Moss is on record as saying this acting is her best work.
Pantoliano's Teddy is just as high-quality as the others. Memento is an exceptionally well-acted film, another mark of its greatness. He could have been too obviously sleazy, too obviously false. Instead he is funny, irritating, familiar, oily, and oddly convincing. He is the kind of guy you do not trust even when he is probably telling the truth. A greasy truth-teller. We all know the type, though hopefully not from a murder investigation.
Teddy's function in the film is fascinating because he is often the person who knows the most and is trusted the least. He keeps appearing around Leonard's consequences. Something has happened. Leonard does not understand it. Teddy shows up and explains, or half-explains, or steers, or lies, or tells the truth in such a shady manner that it becomes nearly unusable. The performance has to hold all those possibilities at once, and Pantoliano does it. He makes Teddy seem like a manipulator, a babysitter, a parasite, a survivor, and maybe the closest thing Leonard has to a friend.
The film uses its low-budget beautifully. There are no crowds in Memento. No busy city streets. No large public scenes. No big social canvas. It is an isolated film, almost evacuated. There are a few minor figures wandering around but the world has been thinned down to essentials. Most scenes involve only one or two characters. This makes the scenes fast to shoot, which was critical because Nolan was on a 25-day shoot. Hard stop. Though he did manage to receive a 26th day (because it was a Saturday, not a regular work day).
Occasionally, three actors are required. Dodd is an interesting example because Teddy is involved in that material too, creating one of the few three-person dynamics in the film. But even then, the scene does not feel socially expansive. It feels cramped, funny, threatening, and absurd, like Leonard has accidentally inherited a subplot. Natalie and Teddy do not know each other and are never on camera together. Which also helped make Memento faster to shoot.
And nearly every one of those pairings generates genuine suspense. The scene where Leonard has Dodd bound in the closet, face bloody, duct tape over his mouth, is darkly funny and genuinely unsettling at the same time — we don't know what Leonard is going to do, and neither does Leonard. The Natalie manipulation scene is the most psychological of them, the tension building quietly until the reset happens and we realize what she's done. The fight with Jimmy is brutal and fast. And the killing of Teddy, which opens the film, is an odd suspense, built after the scene is over and you go, "huh?" Nolan wrings maximum tension out of minimum resources in every case. Two people. One room. A condition that can be weaponized.
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| Natalie also uses Leonard to get rid of Dodd. The scene where she intentionally works him into violence is bizarre and intense. |
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| In Leonard's mind, he walked into the bathroom and found his wife like this. This shot is only on screen for a fraction of a second so that the viewer just gets the gist of it when watching. |
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| Leonard's memory is that he shot the masked guy but was then hit from behind, causing his brain damage. He lies here next to his dying wife. |
Leonard's life has been reduced to encounters. Person. Room. Note. Photo. Car. Gun. Motel. Repeat. He does not live in a society in the ordinary cinematic sense. He moves through fragments. The film's visual and dramatic grammar is almost always one against one. Leonard and Teddy. Leonard and Natalie. Leonard and Burt (Mark Boone Junior). Leonard and Dodd (and Teddy). Leonard and Sammy Jankis in the story he tells himself and us.
That makes the movie intimate, but not warm. It is intimate the way an interrogation room is intimate. The spaces are plain, cheap, and lonely. The motel rooms feel like temporary containers for confusion. The tattoo parlor feels less like a business than a place where Leonard's body becomes his permanent record of facts. Even the exterior scenes have a stripped, vacant quality. The world is not absent, exactly, but it is minimized. It has been reduced to what Leonard can use, misread, or fear.
This is one reason the film does not feel dated to me. Naturally, many films from around 2000 announce their era loudly. Memento feels more timeless because it is so stripped down. It is not built out of pop culture references or technological novelty. The Polaroids, the paper notes and tattoos are all important, slightly mysterious. They do not make the film feel quaint. They make it tangible. Leonard's condition has physical form. He cannot trust his memory, so he externalizes it. His body, his pockets, his photos, his motel room, his car, all become pieces of a memory apparatus. It is primitive and ingenious and terrifyingly vulnerable.
The editing is another great achievement of the film. Dody Dorn had an absurdly difficult job. The structure had to be clear enough to follow but disorienting enough to matter. If the film gives too little information, the viewer gets annoyed. If it gives too much, the backward structure becomes decoration. Memento finds the exact middle. We are always trying to orient ourselves, but we are not lost in a meaningless way. We are lost in Leonard's way. We know what we want but we cannot understand what we just did.
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| Teddy and Leonard before Leonard kills Jimmy and takes his clothes. |
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| Leonard uses his polaroid camera to keep track of everything. |
The film places the audience inside Leonard's condition, but only partially, which is important. If it fully reproduced Leonard's experience, the movie might be unwatchable. We would have no continuity at all. Instead, we are given controlled discontinuity. The color scenes make us share Leonard's confusion. The black-and-white scenes give us a forward-moving line that seems explanatory and stable. Leonard tells us a lot about himself. He explains his condition. He tells the story of Sammy Jankis. He describes his notes and tattoos and rules. All necessary information, if you are attentive.
But even that is compromised. The black-and-white narration is not neutral. Leonard is not simply explaining the facts. He is narrating himself into existence. He is telling himself what kind of man he is. Disciplined. Rational. A man with a system. A man who knows that memory is unreliable and facts are better. The film lets us believe in this stability for a while. Then it begins to wobble. Eventually we realize that the stable line was never as stable as it seemed.
The score by David Julyan is another essential part of the film's power. It is haunting and melancholic without being pushy. It does not tell us what to feel in giant capital letters. It drifts. It mourns. It gives the film a sense of grief suspended in bad air-conditioning. The music keeps the movie from becoming merely clever. The score keeps Leonard's loss present. Even when we are enjoying the puzzle, the music reminds us that this is a story about a man trapped inside the wound of his life. I bought it on CD decades ago and listened to it a lot recently, just excellent, atmospheric stuff. Great David Bowie tune too.
There are moments in Memento that are slightly humorous, and that helps too. Leonard cleverly but mistakenly knocks out the unknown occupant of the wrong motel room at one point. The chase scene is another example. Leonard is running and becomes aware. Assessing things he thinks, "Okay, I'm chasing this guy." Then the situation flips. No, the guy is chasing him. It is funny because the reversal is absurd. But it is also terrifying because that is Leonard's life in miniature. Every moment arrives without context, often in the middle of the action. He has to infer reality from whatever is happening right now. It is astonishing how effective this reverse telling is at capturing the experience of disorientation yet concern about Leonard’s condition.
I have always enjoyed Memento without asking too many questions. The story is just cool how it is delivered and I don’t need to figure it all out, though I might ponder pieces of it a bit. I did not need to solve it when I first saw it. It was all so innovative and well-told. I never needed to “solve” it to enjoy it.
It did not introduce me to ambiguity as an artform, of course. But Memento made me more aware of ambiguity as an artistic force. It helped me recognize how satisfying ambiguity can be when the film itself is strong enough to support it. And it made me more aware of ambiguity in life and art. It flipped a small switch in my mind.
There is a bad kind of ambiguity, where the artist has not thought things through and hopes vagueness will pass for depth. This is a muddling ambiguity. That is not what Memento is doing. Its ambiguity is alive, deliberately constructed. It grows out of character, structure, memory, performance, and the limits of interpretation. Is Teddy telling the truth at the end? Did Leonard's wife survive the attack? What has Leonard become? Is Sammy Jankis a real parallel case, a displaced confession, a damaged memory, or a complete fabrication? The film never seals those questions. It does not need to.
One of the reasons the movie is so rewatchable is it is not a puzzle that becomes useless once solved. Some puzzle films have that problem. Once you know the trick, the air goes out of them, The Usual Suspects (1995), for example. Memento does not depend entirely on surprise. Yes, the first viewing has the "oh wow" pleasure of realizing how everything fits, or how little anything fits. But repeat viewings deepen the experience. You begin to watch the performances differently. You notice the isolation. You notice how often the scenes are only two people trying to control the meaning of a moment. You notice how carefully the film reminds you where you are in the timeline. You notice how Leonard's confidence in his system is both impressive and horrifying. The ambiguity takes on a shadow you can see.
The film also gets stronger because the ambiguity resonates here, gives off life. We feel that Leonard cannot know his own life in the way most people can. He cannot build continuity internally, so he relies on external signs. But signs can be manipulated. They can also be authored by the very person who later treats them as objective evidence. This is where the film starts to open into something larger, though it never depends on that larger reading to work.
For most of the last twenty-five years or so, I did not think much about the philosophical side of Memento. I always felt it was there. The film seemed to be toying with larger questions about memory, identity, facts, narrative and meaning. But those questions mattered little to my enjoyment of it. Frankly, they still don’t. The movie is a 10/10 even if you never think beyond the experience of watching Leonard's condition reproduced through the structure of the story. You can enjoy it completely as a revenge noir, a formal experiment, an acting showcase, and a low-budget triumph.
But after rewatching it recently, the philosophical material became much more visible to me. I’ll turn to that next.
Memento opened to acclaim at the Venice Film Festival, September 5, 2000. No American studio was willing to distribute it, and it wasn't until after its US premiere at Sundance in January 2001 that it found a limited release, beginning 25 years ago on March 16, 2001. It currently ranks 58th on the IMDB’s Top 250 list. It enjoys a 93% critic and a 94% audience rating on Rotten Tomatoes. It would most definitely be on my all-time Top 25 films list. It in no way feels awkward or dated. The ambiguity and disorientation are perfect for our times. As entertaining as ever, even if you know what’s coming. I mean, the movie starts with what’s coming, right?
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More info about the film:
Why Memento Is Unforgettable

























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