You can't blame the guy for wanting to get his message across: In a mad, mad, mad, mad world, narrative structure remains an important vehicle to counterbalance the prevailing powers, the same ones that repress freedom stateside and, in Cannes, suppress overweening ambition—especially when it comes from a Yank.

But he slips occasionally from his talking points: "Well, maybe it's like someone took mushrooms and read the Book of Revelation and had this crazy pop dream," he says. In the context of Southland Tales' Dick-Vonnegut-Pynchon cuckoo- conspiracy fiction, that man is Justin Timberlake, playing a disfigured Iraq war vet named Pilot Abilene—which is also the Texas city decimated by suitcase nukes.

In Kelly's film, the terrorist attack leads to a severe constriction of civil liberties in a not-too-distant (nor unrecognizable) U.S. "The original draft was written just before 9-11, and it was about blackmail and a porn star and two cops," he says. "It was more about making fun of Hollywood. But now it's about, I hope, creating a piece of science fiction that's about a really important problem we're facing, about civil liberties and homeland security and needing to sustain both those things and balance them. The problem is very complicated—hence the nature of the narrative."

Anticipating the question of re-editing, Kelly brings it up first. "I certainly would imagine that when this movie is seen in theaters it's going to be significantly different," he says, hinting that he'll have to keep the basics of the story line involving the three stars (the Rock's amnesiac action hero, Sarah Michelle Gellar's porn star–cum–TV host, and Seann William Scott's twin brother cops), but jettison almost everything else.

"I think I have no choice in the matter because I want this movie to be seen," he says. "But I want to make sure that we can hold on to the complicated structure because it's very, very thought-out. We spent years designing it, and I think upon first viewing it rushes over you and leaves you in a daze."

He'd better not cut one of the film's music video inserts, a phenomenal lip-synched version of the Killers' "All These Things That I've Done" by Timberlake while tripping on "fluid karma" (a Dickian hallucinogen that's also the source for the evil German corporation's alternative zeppelin power . . . for real). "I hope that stays in the movie, yeah, as I actually think that's the film's heart and soul," Kelly says. "When I heard the Killers song I thought, wow . . . it really breaks my heart."

"I can see how easy it might be to be defeated by the system," he continues, "because maybe I'm being defeated by it right now. But at least I got to make two movies the way I wanted to."