The surprise film at this year's Venice fest offered no surprises: Aptly titled "Still Life" is another slow, contemplative look at spiritual/emotional malaise in modern China by thirtysomething auteur Jia Zhangke ("Unknown Pleasures"). Virtually docu-like look at a town about to be submerged by the Yangtze River Three Gorges dam project has almost zero plot but molto mood. It will appeal to the most faithful of the director's camp-followers and no one else.

Film makes a feature-length companion piece to Jia's hour-long docu, "Dong," whose first half focuses on an oil painter capturing demolition workers in the same town, Fengjie. Though "Still Life" has some token plotting, both films (shot on HD) are very similar in tone.

Playing a character with the same name as himself, middle-aged miner Han Sanming arrives in Fengjie after 16 years to track down his ex-wife, Missy. He's been living in Shanxi province and clearly hasn't read any papers during his time there, as he is surprised that part of Fengjie is being demolished and then flooded. (Hydroelectric project, started in 1993, is the biggest in the world and involves relocating more than 1.2 million people.)

After finding Missy's uncle, who's still hostile to him, Han hears that Missy and their daughter (the real reason for his visit) were last seen downriver in Yichang. He stays on in the area, working as a demolitioner, and hoping to see Missy.

Forty minutes into the picture, nurse Shen Hong (Zhao Tao) also arrives from Shanxi, looking for her husband, Guo Bin, who's gone AWOL for two years. A mutual friend, archaeologist Wang Dongming, helps her connect with Guo, but won't say whether he's found a new g.f.

Most of Han's story involves long sequences of him walking around the town or engaging in desultory conversation with other workers. Paragraphed by captions that are more arbitrary than helpful ("Tobacco," "Liquor," "Demolition"), content is observational, recording landscape and atmosphere as a microscopic part of China's history yields to progress.

At one point, what appears to be a CG spaceship takes off behind a hill. No, really.

Resolution of both stories is downbeat and emotionally inconclusive. Zhao, a dancer who's been in all three of Jia's previous features, brings some personality to her role, a mixture of tough and tender that rings true; Han, from Jia's "Platform" and "The World," is much more introverted. Both thesps have little material to work with.

HD lensing by Jia's regular collaborator, Hong Kong d.p./helmer Yu Lik-wai, is clean and largely sunny, with little of the gloom overhanging the Fengjie section of "Dong." Original Chinese title means "The Good People of the Three Gorges."

Camera (color, HD), Yu Lik-wai; editor, Kong Jinlei; music, Lim Giong; art directors, Liang Jindong, Liu Qiang; sound, Ren Jiajia, Zhu Xiaojia; sound designer, Zhang Yang; special visual effects, Menfond Electronic Art & Computer Design Co. (H.K.); visual effects supervisors, Victor Wong, Eddy Wong; associate producers, Ma Ning, Liu Xiaodong, Song Jing. Reviewed at Venice Film Festival (competing -- surprise film), Sept. 5, 2006. Running time: 107 MIN.