In this review, I give away some plot points, basically the same information as on the back of the DVD box. But you cannot ruin this movie no matter what information you give about it, as it is not a plot-driven movie.

Movie Info: CODE 46 stars Tim Robbins (Andy DuFresne from THE SHAWSHANK REDEMPTION); and Samantha Morton (the bald PreCog girl from MINORITY REPORT.)
CODE 46 was released on DVD in 2004. It is one hour and thirty-three minutes in length.


The first time I saw this movie I thought it was kind of cool, and it seemed like BLADE RUNNER a little.

I later realized it is one of those rare films that would leave an indelible impression on me.

I was thinking about it and remembering it a year after I saw it.

After watching it 40 times, I know it is the greatest movie ever made.

So what happened between my first viewing of the film and my fortieth viewing? (By the way, I don’t usually watch movies this repetitively. The only other two movies I have ever watched many times were TITANIC (eight times in the theater) and STAR WARS, about 15 times, but only once or twice in the theater. CLOSE ENCOUNTERS OF THE THIRD KIND, ALIENS, THE ABYSS, AND DEEP IMPACT were pretty much the only other massive repeat movies for me.

I was drawn to watch CODE 46 again and again, though, because it had a certain visual and emotional appeal that intrigued me. It also had certain indefinable qualities that I couldn’t explain.

I believe that this film is the CITIZEN KANE of today. It’s innovative, and I believe that very few people have noticed the major cinematic innovations in this film.

Once, after watching it, I read others’ reviews of it on ( Reading those reviews made me realize how important my own perceptions of things are to me–and how important others’ perceptions are to them, and how differently people see things.

Some reviewers gave the movie 10 stars (the highest rating), and some people gave it zero stars.

Some reviewers said there was great chemistry between the two main romantic characters; and some reviewers felt that they had zero chemistry.

Some reviewers said it was boring and hard to follow, while others said it was engaging, magnetic and fascinating.

Only a significant work of art can inspire such sincere and opposite reactions.

I believe CODE 46 is an amazing work of art. It is at once completely realistic and cinematically artistic.

But why do I feel that it is the greatest movie ever made, so far?

Let me count the ways…

CODE 46 is a science fiction romance with virtually no special effects, except natural reflections and in-camera filters.

There were no Hollywood sets–it was all filmed on location in London, Shanghai, and Dubai.

One thing to think about is why the moral failure at the center of the story may have happened.

Please realize that this is an extremely well thought-out film, and if some things seem not to make sense–think about them a little more.

CODE 46  is the story of an investigator who is searching for a person who is making fake passports, or “papelles.”

The futuristic world of this movie has all of society segregated into either high-tech cities or deserts–and you need a papelle to get into the cities–or out of them.

One of the reasons you need a papelle is that a huge IT database, The Sphinx, monitors the actions of all people to protect them from health risks.

One of the health risks concerns the then widespread practice the IVF (In Vitro Fertilization), and cloning. Many people are genetically related to one another without knowing it.

To avoid genetic problems, people are required to check with The Sphinx to find out if they can marry and have sex and have children. So the “Big Brother” in this movie is not portrayed as being all bad–The Sphinx often saves people’s lives.

The investigator, played by Tim Robbins, has a job whose objective is to find out who is counterfeiting the papelles.

He takes an “empathy virus” in order to read the minds of potential suspects.

When he finds the guilty person, he decides to protect her from prosecution because he has fallen in love with her.

It is a tale of doubly-forbidden love.

Make that triply-forbidden, now that I think of it.

At the end of the film, it is the viewer who must decide if their sin was punished or not, and whether there was something right about it, despite it’s obvious wrongness.

Or possibly whether, in the future, there might be something wholly legitimate and good that could come out of it.

There is one graphic nude shot in the film that lasts about five seconds.

The shot makes sense when understood in the context of one of the main themes of the story. In other words, it is not gratuitous for no reason.

Initially, I found these five seconds shocking and visually unnecessary.

I think this scene was put into the film partially to shock and also to underscore the romantic vs. genetic conflict at the core of the story.

If the director’s purpose were pornographic titillation, the graphic scene would have been longer, it would have been repeated, and other more obvious things and physical interactions could have been shown, but they weren’t.

I found out that there are several versions of the film, and my guess is that this scene, obviously played by an extra, would have been cut in one of them.

Nudity is not always exhibited to incite lust. It all depends on the intention of the artist or performer or author.

The love scenes in CODE 46 are not Hollywood-glamorous nor are they pornographic.  The love scenes are warm, human, and real.

This is not a film for kids, because of the love scenes, and because of the grown-up themes throughout.

There is no violence in this film, and I don’t remember any profane language.

The main reason I love this movie is that it is about human empathy–people loving people just as they are, and for who they are, a theme that is rarely shown in movies.

In that sense, it is the healthiest movie I have ever seen.

There is one very innovative thing about this film. Something very subtle. Something I have never before seen in a movie. Something that is almost taboo in movies. The characters are actually, and extremely subtly, and continually: looking at you.

Little glimpses here and there–in rear view mirrors. When they enter the room. As they are looking around. As they are thinking. Very quick. Very subtle.

After a while, you strangely begin to feel that somehow the characters are aware of you: they know that you are there–a very unique connected emotion to experience while watching a movie.

This was so subtle, I couldn’t figure out how the director achieved this effect of making me feel like I was a character in his movie!

This is one of the main reasons why I think CODE 46 is one of the greatest movies ever made.

I had to use slow-motion to slow down the action to see what was happening.

The director, Michael Winterbottom, has an impossible amount of empathy for his characters and an amazing cohesiveness in his organic visual storytelling.

The contemplative and heart-felt music by The Free Association is wonderful, and the voice-overs by Morton are emotionally intimate.

Once Winterbottom hooks you in, which takes him about three seconds, you are there for the duration.

There are so many ideas (scientific, moral, spiritual, political, relational), sounds, humorous touches, editing combinations, subtle verbal cues and gorgeous visuals in this movie that it overwhelms your attention and just starts to wash over you.

CODE 46 is a masterpiece of cinematography without equal or even a close second.

The movie is so layered and multifaceted, you can watch it probably five times before you become aware of even the basic things that Winterbottom is doing.

In some ways, this movie might remind you of BLADE RUNNER or GATTACA, but in many ways it is far superior to both.

CODE 46 is my favorite film. I have never seen a film like it.

I didn’t, and you might not either, appreciate everything that is in this film in the first viewing.

This is probably a movie to watch alone, on DVD–with the lights out, and maybe a glass of good wine. And your full attention.

Better yet, skip the wine so you will realize that it is the acting, the story, the beautiful cinematography, the music, the editing, and the directing that are making you feel wonderful.

CODE46 has a great emotional arc, and an ending that might satisfy you, once you think about it.

I hope you enjoy this movie as much as I do.

Curtis Smale