This is a very innovative and memorable story, the kind of movie that's even more enjoyable the second time around. On the first viewing, the "construction-by-apparent-lack-of-construction" technique has the viewer trying to take it all in, as the director flashes wild and divergent images. It's almost as if he's challenging you to keep up, but you soon learn there's method to the madness.

Jim Carrey (as Joel) and Kate Winslett (as Clementine) are definitely the strengths driving the movie; Winslett plays against type as a snotty, self absorbed, impulsive iconoclast who spends her time continuously changing her hair color. Winslett makes this very imperfect character somehow vulnerable and ultimately sympathetic. Carrey navigates his sometimes comedic, sometimes tragic Joel character magnificently. The memory/dream sequences are the best moments. Although they appear mish-mosh in design, these cuts reflect very well how dreams manifest themselves. The editing is brilliantly executed to demonstrate where one memory ends and another begins, where one is an actual remembered event, and where another is Joel's intentional thought.

However, the fine production is marred by some problems. The director indulges himself in erratic jiggling and panning camera work frivolity. This method is effective if used in moderation, and restricted to dream sequences, but it's used here repetitiously, so the director can scream at you from behind the camera about how clever he is. It's distracting, irritating, and artistically useless.

The subplots about the irresponsible technicians who perform the procedure are pointless and stupid. Even in a fantasy story like this, these characters just don't fit. These idiots are not interesting to look at, and really add nothing to the message of the story already accomplished by the main characters. The acting in these segments by Mark Ruffalo, Elijah Wood, and Cate Blanchett (all normally good actors) is the lousiest I've seen from any of them, but Wood's emo twerp performance is by far the worst. He looked like a stuffed voodoo doll with loose bulging eyes that might pop out of its head any minute. His lines sound like they're coming from a broken CD player inside his nose.

Concentrate on the main story and work of the principal actors, and this is a superior movie which will inspire you to think about it afterwards, and worth watching.