The Thirteenth Floorrecommended viewing

Convoluted sci-fi flick decoded by amateur Internet critic!
Josef Rusnak
Craig Bierko, Gretchen Mol, Vincent D'onofrio, Dennis Haysbert, Armin Mueller-Stahl
The Setup: 
A guy wakes up to find that he is the prime suspect in the murder of his beloved boss. So he was to enter the virtual reality machine, which transports him to a simulation of 1930’s Los Angeles, to figure out the crime.

This film came out in 1999 and flopped hard, the third film that year to be about a virtual reality space after The Matrix and eXistenZ. This may be partly due to virtual reality fatigue, the paradox that while this is a futuristic sci-fi thriller, a great deal of the action takes place in the distant past, or most likely: it is virtually impossible to understand upon first—or second—viewing. Put it this way: I have just watched it for the fifth time, and this was the first time I feel I could fully follow it from beginning to end. And I am happy to report that not only is the film intriguing enough to watch five times, it was actually the most enjoyable on the fifth.

And now, dear reader, to help you understand the film on your first viewing, as well as for the greater good of mankind, I will explicate the film from beginning to end. Donations are not necessary.


If you are interested in experiencing the film fresh, here are the key concepts that will help you understand it, while still avoiding spoilers and leaving the plot for you to discover.

Our main characters in the near future [which we’ll call the present day] have developed a virtual reality system that simulates 1937 Los Angeles. It is essentially a huge SIMS game. The difference is that the Sims of 1937 believe that they are fully-formed people and go about their own lives as any of us would. They have thoughts and emotions and daily routines—everything we would call a complete life.

People in the present day have counterparts in the 1937 world. When they enter 1937, they inhabit that virtual person’s body, as it were. One MAJOR concept [that is barely explained by the film] is that when they go back, the present day person and their 1937 counterpart LITERALLY SWITCH PLACES. That is, the present day person inhabits the “body” of the virtual person, and the consciousness of the virtual person is brought into the body of the present day person. When the present-day person departs their body, the virtual person wakes up and believes that they just blacked out for a few hours. However, since they literally switch places, if the present day person DIES in 1937, their 1937 counterpart wakes up in THEIR body, in the present day, and walks around. Okay, go have fun!

But if you’d like a more thorough explication of the film from beginning to end, read on. I’ll alert you when major spoilers are about to be dropped.


We open with an older man writing a letter. One thing the film doesn’t tell us is that there is MUCH more to this letter than we are privy to: it explains the secret of the film, although we don’t see that part and the letter looks too short to contain such information. Still, there it is. The man, Harry, speaks of discovering a crucial secret. He leaves money for a young girl sleeping in the bed, and goes downstairs, to the opulent ballroom of the 1937 hotel he is in. He entrusts the letter to the bartender, Ashton, saying that it is very important that he hold onto it for a man who will come calling for it: Douglas Hall. He leaves the hotel, and Ashton opens the letter and reads it.

Harry is driven to a lower-middle-class apartment, where he takes off his topcoat and tails, changes into modest pyjamas, and gets in bed with his wife, who smells that he has been smoking. His eyes flash with electricity, and his present day self wakes in the virtual reality machine: this is Hannon Fuller, creator of the simulation. He goes to a bar, where he leaves a message for Douglas Hall on his machine, saying he left a note for him in the simulation. The bartender watches him suspiciously. Hannon then sees someone behind him, and says “How did you find me?” He follows the figure into the alley, where he is repeatedly stabbed.

Now we meet our main character, Douglas Hall, played by Craig Bierko. He wakes in his Frank Lloyd Wright/Blade Runner-inspired apartment and hears a message from a detective on his answering machine as he finds a bloody shirt in his laundry. He has no idea how they got there. He drives in to meet Dennis Haybert as Detective McBain, who questions him about his relationship with Hannon [who was his boss] and why someone might want to kill him. Douglas worked for Hannon for six years, and was very close to him. He says Hannon didn’t have any next of kin—but then who is this in the bedroom? It’s Gretchen Mol as Jane, who claims to be Hannon’s daughter, just returned from Paris. Douglas feels as though he’s met her before—and she seems surprised to see him as well—although they’ve couldn’t have. We soon find Jane claiming that Hannon wanted to shut the entire company down—which is news to Douglas, til then Hannon’s closest confidante—and there is some question about the will. It seems Hannon changed the will just before dying, so that all of his money goes to Douglas, not to Jane.

You might be interested to know that this movie is also a neo-noir. First, you have large segments of it taking place in the late 30s, allowing for several classic noir-type visuals. Secondly, the story has several noir elements, with a murder, a detective, and a glamorous woman who may or may not be what she seems. The movie seems to also take pains to set the present-day scenes among sets and furniture that evoke 30s and 40s styles. Around 22:05 you will notice a strange shot, the only one like it in the film, which seems like just a time-filling establishing shot of the city. However, during the shot, part of the skyscraper we are looking at almost imperceptibly disappears. It is just a small hint of what is to come, but it’s interesting that the director limits himself to just this one, barely noticeable effect.

So Douglas goes in to work, where he meets Whitney, played by Paul D’Onofrio… who also plays the 1937 bartender Ashton. Whitney has straggly blond hair and is sort of a stoner/programmer. He tells Douglas that Hannon was entering the system, although this is supposedly quite dangerous and life-threatening. Douglas knows that Hannon left a message for him there, however, and demands to go in. He does. By the way, the graphic below, seen for just a moment, is really the ONLY way the movie explains the whole key insight I explained at the beginning about how the two people’s consciousnesses exchange places. If you are the average moviegoer, quite used to ignoring such diagrams as just so much sci-fi movie filler, you could easily miss this—which still isn’t really an adequate explanation—and be confused for the entire second half of the movie.

So suddenly Douglas finds himself behind the teller window of a bank in 1937. One of the successful conceits of this movie is that when you enter the simulation you just drop in your counterpart’s life in progress, rather than appearing off to the side and having time to process your surrounding, a la The Matrix. Douglas is shocked at how real the simulation is, and looks around amazed as he stumbles to the bathroom. As far as the 1937 people know, John, Douglas’ counterpart in the simulation, is having some sort of breakdown. The movie does a good job of expressing how incredible the simulation is through Douglas’ experience of it, especially in little details such as running his hands under water and feeling how real it seems. His bank manager comes in and tells him to take the day off, since he looks awful. There’s a good moment as Douglas looks at himself in the mirror like: “I do?”

He steps outside—further amazed by the scope of the simulation—and hires a cab to the used bookstore of Harry, Hannon’s counterpart in the simulation. This is the first of two standout sequences in the film, in which Douglas meets someone he loves in the present day, but they don’t know him. They are both quiet and moving in a strange way, as Douglas stares at Harry with affection and wonder at seeing someone who died in the flesh again. He probes Harry for a message, but the older man knows nothing of it, although he asks if he and Douglas have met before.

Douglas then follows a lead to one of the showgirls Hannon slept with in the simulation, which leads him outside of town to a dusty shantytown amongst a forest of oil towers. I appreciated this little trip out of town, but not as much as someone familiar with L.A. would, especially when the film shows Wilshire Boulevard as a dirt road through a number of undeveloped plots, with familiar features of the city just starting to be built. Douglas goes to the hotel where he meets Ashton at the bar—who tells him Hannon didn’t leave any kind of message. Douglas abruptly feels sick and start to return to the present day, at which point John, his 1937 counterpart, wakes up and has no idea where he is. Ashton sees the change in him, and is starting to piece together what it means.

Douglas wakes in the present day, where he tells Whitney that the people in the simulation “are as real as you and me,” and that Hannon was going back for the sole purpose of having sex with young girls. Not much time is expended on this thread, but the seaminess of it provides a nice undercurrent to the film. Downstairs in his building, the bartender from where Hannon was killed comes to extort Douglas, saying he saw him kill the old man. Douglas finds hidden reserves of violence within him and smashes the guy’s head through a car window.

He goes to meet Jane, and they end up having a drink. They discuss why they have such strong feelings of already knowing each other, as a singer in the background croons “Easy Come, Easy Go,” which was heard in an earlier version in the scene in which Hannon wakes in the hotel. Later that night, Douglas is taken into custody: the bartender who tried to extort him is now dead, and all signs point to Douglas as the killer. Jane bails him out, and Douglas goes straight to the simulation to dig further into what’s going on.

SPOILERS > > > He enters right in the middle of a Lindy Hop contest, which he has to walk away from in a daze. He goes to Harry’s house and wakes him, telling him he knows why he blacks out. The old man confesses that he never slept around on his wife, yet lately he blacks out and comes back later smelling of perfume and cigarettes. He also shows Douglas what he found hidden in his house: a topcoat and tails. Basically, Hannon comes back, enters his body, gets dressed as a dandy, and heads out to the Wilshire Grand for a night of debauchery, during which, as far as Harry knows, he just blacks out. Douglas takes Harry to the hotel, where he is astonished to find many of the staff greeting him by name, and showgirls who seem to know him. He tells Douglas that he left the letter with Ashton.

Ashton lurks down in the basement with a gun, and is not very happy about the entire situation. He reveals that the letter told him his entire world is an illusion. There is one way to verify this, which he did: drive as far as you can in one direction, through the desert and outside the city, and eventually you come to the end of the simulation. The world literally turns to computer grid lines, the image used for the poster to this film. He asks Douglas “Why would you put me through this?”

After a long fight and struggle [one can tell certain action elements of this film are pumped up to increase its commercial prospects], Douglas comes back to the present day, brought out by Whitney. He tells Whitney that the people back then are real, and they are “screwing with their lives.” He now knows why Hannon wanted to shut the project down, which he is now set to do himself. Whitney, who also worked on it for years, is not very happy to hear this.


Douglas gets a call from Detective McBain, who tells him that Hannon had no daughter… the woman they’ve met is this girl Tasha who works at a local supermarket. Douglas goes over and goes through the checkout line, gazing in melancholy at Jane, who is now Tasha and doesn’t recognize him. They have a little moment in the parking lot, in which she says she has the oddest feeling that she knows him. This is the second affecting moment in which Douglas gazes longingly at someone he knows, but this version of them doesn't know him. Douglas now does what Ashton told him, but in the present day, and sure enough, he comes to the end of the world. HIS reality is also a simulation. They created a simulation within their simulation.

Okay, now one implication of this is that if they are in a simulation in what we’re calling the present day, there must exist a FUTURE state that created their simulation, with people who are coming back to their time. It seems that this is happening with Jane, who comes back to inhabit the body of Tasha. I also like the uncommented-on but important detail that the counterparts Hannon and Jane use are people of a totally different social strata, so they are unlikely to interact with anyone they know when they come to visit.

So we see Jane’s eyes crackle with electricity, the movie’s signifier that someone else is entering them via the simulation. It is now Jane inhabiting Tasha’s body, and she calls Douglas and asks to meet him. She tells him that there are hundreds of simulations in the future, but this is the only one that created a simulation within itself. She also tells him that she watched him, from the future, and fell in love with him. She also tells him—and here comes the identity of the killer, tossed off in an easy-to-miss but crucial line of dialogue—that Doulas is the counterpart of Jane’s husband in the future, David. Just as Hannon inhabited Harry in 1937 to have sex with young girls, David loved the power of killing, and came back into the present-day world, inhabiting Douglas, and used him to kill Hannon and the bartender. This would imply that the Hannon now living in the future is the Hannon Douglas knows.

Meanwhile, Whitney, who can’t stand to have the simulation shut down without having tried it, goes back to 1937. He is not there long before he is killed, at which point Ashton, the bartender from 1937, wakes up in the present day. Douglas finds him and they have a little existential discussion. While going up to the room that houses the simulation machine, David enters the body of Douglas. He kills Ashton.

David then goes up to Jane. She has previously called Detective McBain and asked him to come. Jane soon realizes that Douglas is currently David, who is very jealous of Douglas and becomes violent with her. There’s a long stalking sequence and chase, ending up in the lobby. Just as David is about to shoot Jane, McBain shoots David. He has a clue about what is happening now, and he tells her to “leave us the hell alone down here.”

Douglas now wakes up—in the future. He finds himself in a sunlit room, with Jane there as well. It is 2024. One cute touch is that the simulation machine that took up an entire room in the present day is now the size of headphones, and Jane drops her into a charger. They go outside, where Douglas sees the California coast now lined by a number of shiny new skyscrapers—with Hannon, still alive, on the shore. Douglas, from the simulation, has been brought into the future and now can live with Jane—the implication being that Jane arranged to have her husband killed back there precisely in order to bring Douglas to live with her in the future. The end!

So here, in chronological order, is the plot. Jane, her father Hannon, and her husband David live in 2024. Hannon discovers that one of the many simulations they have created has created a simulation within itself, and goes in to the present day simulation [where we are] to shut it down. David has started to enjoy killing in the simulation, and wants to prevent Hannon from shutting down the 1937 simulation. Hannon realizes that he is in danger, and leaves a message for Douglas in the 1937 simulation. David goes into the present day simulation and kills Hannon there. As far as Douglas knows, he simply blacked out, and he is bewildered why all signs point to him as the killer. He goes back to the 1937 simulation to uncover clues to the mystery. All of the 1937 action adds to the philosophical discussion [what is real, etc.], but has little bearing on the murder plot. Ashton in 1937 learns that his world is not real, that he is just a creation of a higher power, and then Douglas learns the same thing about his world. By the end, Jane has fallen in love with Douglas and grown to hate her husband. She engineers a solution in which her husband will be killed, thus bringing Douglas to her in the future. They live happily ever after.

This film has been a sentimental favorite of mine since it was released. Aside from all the sci-fi ideas, which are always fun to ponder, I liked how it is a high-tech sci-fi film that takes place largely in a low-tech past, but especially its sense of melancholy, which is becoming a rare state of mind in films of late. The emotional state of films recently has increasingly moved toward vacillating between JOY! And TRAGEDY!, but ambiguous emotional states are becoming more rare, and this film is all about them. Douglas’ reaction upon realizing that he is just a collection of bytes in a computer simulation is a defeated acceptance, and sapping of his will to engage in anything, since it’s all pointless anyway. The film’s spending so much time in the past also lends to its overall sense of regret and inwardness, and the two scenes in which Douglas sees Hannon and Jane’s counterparts are really special. He knows them, and loves them, but he can be right next to them and they don’t know him.

This vaguely sad emotional state, added to the lack of focus on action [what action IS here seems shoehorned in to make this film appeal to a wider audience], seems to be much of why this film was such a flop upon release. Not to mention that it is another virtual reality film in the same year as The Matrix, and yet where are all the martial arts? Where are the people that jump into the air freeze, then spin around? And finally, that the film is so difficult to follow on a basic plot level, with concepts crucial to understanding what’s happening tossed off in throwaway dialogue or graphics, that not long into it one can easily be left in the dark and give up on the entire film. Hopefully a little explication of some of the basic concepts can help you enjoy this rich and thoughtful sci-fi film.

Should you watch it: 

You bet, it's good thoughtful sci-fi.