Though raised in Pennsylvania and based in London, the Brothers Quay (their seldom mentioned first names are Stephen and Timothy) dwell in an Eastern Europe of the mind. Shadowy, fantastic, and absurdist, the duo’s animated films have more to do with Kafka than Disney. Where Kafka’s sense of dread proved to be prescient, however, the Quays’ often seems merely precious. Institute Benjamenta, the brothers’ first live-action feature, strings together a lot of visually striking bits but fails to be anything more than atmospheric. The film’s full title is Institute Benjamenta, or this dream people call human life, and it is dreamy, if not especially human.

Written by the Quays and novelist/scriptwriter Alan Passes, Benjamenta was adapted from Jakob Von Gunten “and other texts of Robert Walser,” an early-20th-century Swiss author whose work influenced Kafka. The institute of the title is a school for butlers that has just accepted a suitably abject new student, Jakob, played with a cannily indeterminate Euro-accent by Mark Rylance. (Rylance is also the lower-class entomologist inexplicably accepted into a wealthy household in Angels and Insects, and the two roles are quite similar.) Jakob and his fellow students are drilled in the school’s sole text, The Divine Duty of Servants, and subjected to a series of curious exercises. “None of us will amount to much,” reflects Jakob, and the goal of the institute is certainly not to make its students be all that they can be.

Though Jakob doesn’t seem the sort to disrupt his surroundings, the institute’s orderliness begins to fray after his arrival. Icily beautiful instructor Lisa Benjamenta (Alice Krige) turns to the new student, perhaps to escape her perhaps-incestuous relationship with her brother, known only as Herr Benjamenta (Fassbinder regular Gottfried John). At one point, Lisa blindfolds Jakob and leads him to his room, telling she has something to show him; when they arrive, however, Lisa refuses to remove the blindfold. By this point, the film’s viewers may have come to identify with the mystified Jakob, who regularly meditates in voice-over about “riddle[s] that will never be understood,” “things as yet unfathomed,” and the “hidden meaning to all these nothings.”

“Am I living in a fairy tale?” asks Jakob, and the unblindfolded spectator must assume he is. Shot in luminous, hazy black-and-white, Institute is every bit as much a puppet show as the Quays’ previous stop-action animation shorts. The exquisitely inscrutable backdrops frequently upstage the players, whose principal role is to wander through a hermetic demimonde that’s buzzing with the never-to-be-revealed information possessed by inanimate and often decaying objects. (Clearly Peter Greenaway understood something of the Quays when he modeled the demented twin zoologists of his A Zed and Two Noughts on them.)

It’s worth noting that the filmmakers had Polish composer Lech Jankowski’s music in hand when they began shooting. The brothers’ longtime collaborator provided a selection of musical moods—austere Eastern choral music; skittering, squawking Euro-jazz; electronic insect buzzing—that they proceeded to illustrate. The Quays have made music videos for His Name Is Alive, Michael Penn, and 16 Horsepower, so they’re experienced in adapting their images to someone else’s music. Such a technique, though, surely encourages the filmmakers’ tendencies toward aimless ethereality. Benjamenta follows the brothers’ customary formula of one part foreboding to two parts enchantment, but to sustain a feature-length film, other ingredients are necessary.

Walser’s novel has been filmed before, by German New Cinema also-ran Peter Lillienthal in 1971, and also spoofed in passing by Careful, Guy Maddin’s fairly hilarious 1992 sendup of all sorts of heavy Teutonic notions, cinematic and otherwise. There’s some offbeat slapstick in Benjamenta as well, but ultimately the Quays seem a bit too solemn about all this. They’re astonishingly gifted at crafting surrealistic nightmares of Old Europe, but their visions can seem as quaint as they are striking. The Quays have proved they can transport the viewer to their eccentric dreamworld; when the trip lasts 105 minutes, however, it might help to know why it’s being undertaken.

Was the postwar period in booming L.A. good or bad? Yes, answers Mulholland Falls, a neo-noir that tries to get indignant about the corruptions and collusions of the era while simultaneously imbuing it with a nostalgic glow. As directed by Lee (Once Were Warriors) Tamahori, the result is picturesque but flat, heavily plotted but emotionally lightweight. The only interesting characters are minor players, and the most appealing one is dead before the story begins.

Falls features almost a dozen “name” actors, but only one story-spanning role: L.A. plainclothes cop Maxwell Hoover (Nick Nolte), who leads a group of officially sanctioned vigilantes. (The character’s very name demonstrates the movie’s muddling of the emblematic and parodic.) Max and his “hat squad” (Chazz Palminteri, Michael Madsen, and Chris Penn, all best known for gangster roles) keep L.A. safe from organized crime by brutalizing mobsters; their favorite technique is dumping them off mountainous Mulholland Drive and down a cliff—the “Mulholland Falls” of the title. Max’s mastery of his universe ends, however, when L.A. party girl Allison (Jennifer Connelly) turns up dead at an exurban construction site.

At roughly the same time the body is found, the cops discover an amateur black-and-white film that cuts from Allison, poolside in a bathing suit, to an atomic explosion. (As Gang of Four once observed, she doesn’t know it, but she’s dressed for the H-bomb.) The footage also shows the woman making love with nuclear-bomb co-inventor Gen. Thomas Timms (John Malkovich). Max loses his cool, and it’s not hard to reckon why: The cop, who’s married to faithful Kate (Melanie Griffith), has had an affair with Allison, too, and suspects that he’s been captured on film with her. That suspicion is soon confirmed when Max finds Allison’s gay pal Jimmy (Andrew McCarthy), who shot the film. (Why? The film has an answer, but it’s as contrived and unconvincing as the rest of Pete Dexter’s script.)

Max concludes that Timms is involved in the murder, and manages to get past uncooperative Col. Fitzgerald (Treat Williams) to interview him. When the FBI intervenes to protect Timms (and the unsavory secrets of the U.S. nuclear-bomb program), L.A.’s police chief (Bruce Dern) tells Max to back off. He doesn’t, of course, and eventually finds the answers to such mysteries as Allison’s mode of death—only about 90 minutes after most of the audience will have figured that one out for themselves.

Falls is nostalgic for the days when the LAPD got its man without any interference from legal niceties, which means it’s as much about O.J. as such cinematic models as Chinatown and Kiss Me Deadly. (The influence of Reservoir Dogs, especially on Palminteri’s role as a chatty tough, should also not be discounted.) But pitting the lawless Hat Squad against the lawless FBI and U.S. Army doesn’t exactly give the film a moral center. From Max’s dark-of-night vigilantism to the sun-dappled flashbacks of Allison, Tamahori and Dexter can’t decide if they’re demythologizing or glamorizing. Despite the ugly specter of radiation poisoning, however, the balance slips toward the latter. After all, rogue cops are seldom righteous, and women of easy virtue are not usually radiant.CP