''It's completely gigantic,'' says Chris Nolan, gesturing at the warehouse around him. ''Isn't it?'' Sure enough, the ceiling stretches into cobwebbed darkness and the floor space recalls nothing so much as that last scene in Raiders of the Lost Ark, when Indiana Jones' discovery is banished to dusty obscurity. Nolan lopes through the gloomy studio to point out highlights: a ratty hotel room set on 10-foot-high stilts; a matte painting of an Alaskan landscape; a small house, complete with a grip catching a nap in the backyard. ''Cool, huh?'' Nolan says, pulling on his black trench coat. ''I guess I'm in Hollywood now.''
Vancouver, actually, but for a guy jumping from Memento, a $4.5 million indie that no distributor wanted -- and eventually earned $25.5 million and Oscar nominations for writing and editing -- to a $50 million studio film, it's close enough. On this cool, gray June afternoon, the 31-year-old director is prepping a critical scene for his new Warner Bros. thriller, Insomnia. Out of the shadows, Robin Williams appears, trailed by delighted crew members. ''Can't talk to the journalist,'' he says in a shticky little-kid voice. ''Not allowed. Bad. Bad. Bad. No talkie.'' From a nearby director's chair, costar Maura Tierney offers a wan smile, then sneaks away for a cigarette.
The cameras finally roll and the star of the movie limps into view. Al Pacino -- playing Will Dormer, a tortured cop tracking a killer -- moves achingly through the hotel room and into the bathroom. He stops, runs water over his hands, and glares at his lean, lined face in the mirror. Even from 15 yards away, it's a dazzling moment; a riot of applause erupts when Nolan yells ''Cut!'' The director bounces to Pacino's side and claps a hand on his shoulder. They scoop up lattes, grin, and saunter toward the exit side by side.
This is where a movie like Memento gets you.
He's nervous,'' frets Emma Thomas. ''They can't tell, but I'm his wife. I know these things.''
It's nearly a year later in a UCLA auditorium, and questions are about to start rolling in from 20,000 college students across the country who have just seen Insomnia at a special satellite screening. ''This came out of a desire to make the kind of movie that Hollywood made really well 30 years ago,'' Nolan says by way of introduction. ''A classic morality tale.'' A shaggy kid shuffles up to the mike. ''It's ironic that I'm asking you a question today,'' he says. ''I just got rejected from film school...'' The director smiles: ''That's okay. I got rejected from lots of film schools.''
Huge laughs and the tide turns: Nolan relaxes and the crowd loves him. By the end, even Emma is smiling as kids mob the director. Someone shouts, ''How are you so cool?''
To hear him tell it, he's not. Born to an American flight attendant and a British businessman, Nolan led a happy if peripatetic childhood. ''The vagaries of our parents' marriage dictated that they would go back and forth between England and the U.S.,'' explains Jonathan Nolan, 25, the youngest of three brothers and the one who devised the story for Memento. (He's been in Mexico working on a new script for Chris.) ''I think they got tired of living in one place.'' British-born Chris was living in the leafy enclave of Evanston, Ill., when he first picked up an 8mm camera. ''I remember it clearly: 1977, the year I saw The Spy Who Loved Me and Star Wars,'' he says, taking a break to chat at a Los Angeles restaurant. ''You'd love to say it was Nicholas Ray or Kurosawa that really influenced you, but for someone my age, that's a lie. I'm one of those guys who saw Blade Runner 200 times. Orson Welles just doesn't compare to that.'' His first film, Action Man, was codirected by his older brother Matt and starred their G.I. Joe collection. By age 11, he was making movies with pals Adrian and Roko Belic, who would go on to create the Oscar-nominated 1999 documentary Genghis Blues.