Mischievous monkeys were the least of Dillon's problems while shooting a movie in one of the world's poorest nations. For starters, the newbie director needed to raise $10 million in production costs—a low budget for a Hollywood movie, but astronomical for most Asian features. Then there was the issue of shooting in a country where no Western film crew had completed an entire movie since 1964, when Peter O'Toole braved cobras, heat rash and corrupt officials during the making of Lord Jim. Although many Asia hands advised Dillon to shoot in neighboring Thailand instead, he insisted that Cambodia, with its French-influenced architecture and postwar fragility, was a location that couldn't be substituted. "There are things you'd never worry about in other places—land-mine clearance, having roads rebuilt, getting real security," says Dillon. "But it's not like anywhere else, and I don't like it when people say that it is."
Most of the Western actors and crew had never visited Cambodia before and the culture shock was considerable. "The mosquitoes were as big as Buicks," recalls Caan. "When I first got to Phnom Penh, I saw whole families riding single mopeds on streets with no lanes. There were kids laying in the mud, people walking around with missing limbs. If you take a sip of the water, you're in the hospital. We're so frigging spoiled in the U.S.—people complain about being born in Brooklyn or Watts, but this gave me a whole new perspective on things."
Given Cambodia's reputation for being politically dysfunctional, Dillon had surprisingly little difficulty securing permits and permissions from the local Culture Ministry. The country's cultural czars were irked a couple of years ago when Lara Croft: Tomb Raider, which was partly shot in Angkor Wat, mistakenly showed people wearing Vietnamese hats, not Cambodian ones—an unwelcome reminder of Cambodia's historic enemies. But besides trimming a few ultra-violent scenes, Dillon was required to do little more than translate the script for curious officials. "I was afraid of censorship, but they seemed more concerned that the movie was truthful," says Dillon, "even if it didn't say the most flattering things about the country."
Keeping it real was key to Dillon's vision. Influenced by sources as varied as Samuel Fuller's low-budget House of Bamboo and Joseph Conrad's nightmarish novel Heart of Darkness, City of Ghosts is the first Western movie to capture the atmosphere of post-Khmer Rouge Cambodia: the land-mine casualties, the lawless streets and the gentle Buddhist spirit that provides whatever strength remains in the country. "I didn't want to make a film that was like a postcard," says Dillon. "That's why I didn't shoot at Angkor—you can see that on the Travel Channel." Instead, Dillon's Cambodia is a post-apocalyptic vision, haunted by ghosts both living and dead. For the first-time director, it's these living ghosts that are the most riveting. "It's about dangerous people who are desperate, at the end of the line, on the run," Dillon says. "For them, Cambodia is a much different place."