Watching "Waking Life" is like eavesdropping on a theoretical discourse between Kierkegaard and Kerouac, while standing in a modern art museum as the paintings come to life and melt into your visual cortex.

An eye-popping, mind-blowing, groundbreaking piece of stream-of-consciousness pop-art philosophy, director Richard Linklater has created a film that turns the notions of dreaming and reality inside out, both visually and conceptually, while telling an absorbing tale of a off-beat teenage boy (Wiley Wiggins) trying to wrap his head around a ponderous waking dream from which he can't seem to escape.

Linklater ("Slacker," "SubUrbia") shot the film on digital video with dozens of actors (some of note, some unknown) playing nameless denizens of the real world and of the kid's subconscious. They're characters from whom he soaks up random abstract ideas on everything from transcendence and reincarnation to collective memory to the existence of free will.

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