An Earnest Attempt to Explain Everything That Happens in Megalopolis

On Monday night, Francis Ford Coppola sat down with Robert De Niro and Spike Lee for a conversation about Coppola’s self-funded, production-hell-laden new film, Megalopolis, how they all know each other (the answer: “from living in New York City”), and their thoughts on America. The conversation was rambling, wide-ranging, with a number of tangents and misdirections. If you’ve ever had a conversation with an 85-year-old, no matter how cogent, you’ll know the rhythms and asides can be unpredictable at best. This, too, is how it feels to watch Megalopolis.

Is it an allegory? Kind of. Is it a myth? No … Is it a future history with a brief subplot about deep fakes? That’s closer in line with the spirit of the film. Really, Megalopolis isn’t like most movies. There’s a free-spirited cadence to both the characters’ dialogue and the film itself — sometimes a scene is just people quoting Shakespeare or Marcus Aurelius at each other. Coppola also sprinkles in a number of montages both as mini-lectures and place-setting, some of which crystalize the world of New Rome (the film’s version of New York City) and others that seem to be him explaining how and why he believes humanity has so lost its way. Sometimes Shia LaBeouf is just imposed over an American flag. It’s all valid — but it’s not all straightforward. So here’s a brief (and yes, spoilery) attempt to explain everything that happens.

The film opens with a scene in which Adam Driver as Cesar Catilina — nepo-nephew and head of the Design Authority, where he’s kind of a futuristic urban planner and playboy architect — teeters on the edge of a skyscraper before he stops time with the command, “Time, STOP!” You may wonder, say, how did Cesar get the ability to stop time? Is he magical? Where did he come from and what is the deal with his “Design Authority” organization that seems both publicly appointed but like its own little deal? These are not important questions. Coppola is not doing a superhero origin story. He is doing socio-cultural-political allegory by way of Cloud Atlas.

The wants and aims of Cesar Catilina are twofold: He wants to build a utopia within the city of New Rome, starting with one neighborhood and expanding outward, and he wants to have a great debate. About what? Well, anything, really. Cesar is worried about the future, as he is both rich but sympathetic to the plights of normal people and disdainful of his hedonistic, hyper-wealthy peers. But he only knows how to fix New Rome’s future with a neighborhood that looks like the utopia meme, where the improvements upon society seem to be (1) public parks, (2) moving walkways, and (3) goopy-looking buildings that morph like fast-growing plants. He hopes to realize this vision with a material known as Megalon, which is sustainable and self-recycling and, most importantly, made from the love that Cesar has in his heart for his dead wife (of course), Sunny Hope (yup!).

Everything getting in the way of Cesar’s big plans boils down to the ills of society: stagnant, corrupt forces in positions of power and the careless whims of the rich who benefit from these long-standing, impotent leaders. In New Rome, Mayor Frank Cicero (Giancarlo Esposito) is unpopular and in debt, unwilling to support Cesar’s experimental idea, or any ideas about anything new. Cesar’s uncle Hamilton Crassus (Jon Voight), who runs the banks, has been distracted by his new financial-reporter girlfriend, Wow Platinum (Aubrey Plaza), who also used to date Cesar. Crassus’s son Clodio (Shia LaBeouf) causes trouble — partying, inciting riots, trying his best to undermine his cousin Cesar at any cost; Clodio’s sister Clodia (Chloe Fineman) also parties incessantly and occasionally hooks up with her brother. Crassus is frequently flanked by Nush “The Fixer” Berman (Dustin Hoffman), a (charitably speaking) Shylock-esque parody of a rich guy, whom the movie disposes of right around the halfway mark before he’s said more than four things. The rich continue to indulge — so, too, does Cesar, taking drugs and showing up at their events, albeit bitterly — while Coppola depicts the general populace falling into bouts of civil unrest, protests, and monochrome filth, hovering around trash fires for warmth and comfort. 

The mayor’s daughter Julia (Nathalie Emmanuel), Clodia’s best friend and Clodio’s maybe-sometimes lover, is taking an early morning car back from the club when she happens to see Cesar do his little “time, STOP” routine. No one seems to be able to see this but her, and this intrigues Julia. She shows up at his work one day, they flirt, they party, they fall in love — quickly, easily. She starts following him to get a better sense of his character. Despite popular belief that Cesar killed his wife, a crime investigated by her father, who was district attorney at the time, Julia learns that Sunny Hope died under self-inflicted circumstances. Okay, phew. Cesar explains to Julia the gist of his “time, STOP” powers: that when art is good, it’s like time stopping — the moment freezes, the memories stay how they are. This is only vaguely connected to his proposed utopia, mostly it’s just something he’s thinking about alongside it. Is building a neighborhood made out of shimmery gold goop a metaphor for a movie? Don’t overthink it. 

Julia starts working for Cesar in … some capacity. She’s an intern, protégé, and publicist all in one, eager to sand down his rougher edges and make his utopian approach more palatable to those who have the power to approve his plans. From there, the movie is mostly about Julia trying to convince her father to let Cesar do his big city renovations. The old are dying out; the young are taking over. Let people with new, bigger, beautiful visions try something else for a change. 

It’s easy to become distracted within the world of Megalopolis because there are a number of tangents, many of which have more to do with Coppola’s apparent fixations on contemporary society (technology being used for ill, corporate takeovers, cancel culture) than they do with the plot of the movie. They take on a “and ONE more thing …” tone but are still fun, indulgent, and incisive moments — a doubling and tripling down on what, or whom, Coppola blames for societal collapse. The first of these asides happens at the wedding of Crassus and Wow Platinum (you must type it out in full every time, it’s more fun) — a circus slash carnival slash concert that ends in a scandal involving New Rome’s version of Britney Spears named Vesta Sweetwater. Vesta’s image is dependent on her virginity — they literally auction her body at Crassus and Wow Platinum’s wedding — until a sex tape that shows her in bed with Cesar plays on a big screen, interrupting her performance. Cesar is briefly canceled. Then he is uncanceled when it is revealed that Clodio deep-faked the video as a … prank or phony scandal or some combination of the two.

What is Clodio’s beef with Cesar, exactly? It’s hard to say with certainty. On one hand, Clodio isn’t happy that Julia has now shacked up with Cesar, but whatever first turned these two against each other seems to predate the events of the film. Clodio carries himself like the ne’er-do-well little cousin who can never live up to Cesar’s reputation — it doesn’t help that Clodio’s own father seems to prefer Cesar over him, too. Trying to map the various cousins and siblings and children onto actual Coppola relatives is a fruitless attempt at family allegory. But part of what the director seems to be getting at with the film’s elder-millennial generation of characters is that useful nepo babies with ideas are good while party-hopping nepo babies are bad. Lucky for Coppola, he has way more of the former than the latter. 

After his plan to cancel Cesar goes belly up, Clodio decides to change methods — elaborate trolling won’t suffice — and launches a run for mayor. He positions himself as a Trumpian-type figure, though also fully a Nazi, appealing to regular people without any real interest in their benefit. He’s not bad at this, but he’s not good at it either. He attempts, in vain, to assassinate Cesar, tasking a child to shoot Cesar in the face. What he forgets, of course, is that Cesar’s whole thing is having a mutable kind of metal-y, wispy material with which he can build a whole new half of his face. Crisis averted! 

When Clodio’s political ambitions fizzle out, he and Wow Platinum connive instead to overthrow Crassus so they can run the bank for their own personal benefit. It is in their wayward, greedy behavior that Coppola most clearly condemns the ways in which the hyper-wealthy have no ideas beyond expanding their own wealth. This corporate-takeover plot is more robust than the movie seems to believe, since it shoves it into the last 30 minutes. You’d think Clodio might have tried something like this first before attempting to kill his cousin. Anyway, Clodio tries to get his father to make him the interim CEO of the bank during a (literally) heated confrontation in a sauna. The shock of the conversation appears to kill Crassus … only he doesn’t actually die. Soon, we behold one of the film’s frankly craziest sequences: Jon Voight in a little Robin Hood costume, shooting Wow Platinum (RIP

What path forward is there for a society embroiled in corruption and greed? Having a baby — on purpose or by accident, as Julia realizes she’s pregnant with Cesar’s baby. This is the last straw for her father, who wants to shut down Cesar’s nonsense dreams of a city made of mutable shiny stuff. Frank tells Cesar that if he walks away from Julia and her baby and their family once and for all, he will go on the record and say that Cesar didn’t kill his wife. Cesar appears to agree to this, while still meeting up with Julia in secret. Often Megalopolis will present something as though it’s going to be a major plot point before eliding what might feel like necessary beats. One moment, Julia is like, “I’m pregnant!” Ten minutes later, she has a (fake-looking in wide shots) baby.

Megalopolis is also concerned, vaguely, with climate change: A satellite falls from the sky and crushes neighborhoods and buildings, causing much of New Rome to go up in smoke and flames. Most of the characters we’ve come to know over the film’s runtime go relatively unaffected, but the people of the city continue to feel crippling dissatisfaction. There are riots, public displays of violence. In one particularly bad uprising, Frank with his wife, Teresa (Kathryn Hunter), and Julia and her baby go into hiding in an underground train with plush seats. When they emerge from the wreckage of the riots, they bear witness to Cesar speaking to the people of the city via a giant Megalon cloud, encouraging them to debate each other rather than fight. Seeing Adam Driver’s giant face motivates Frank to change his mind, and he allows Julia to be with Cesar once and for all. He also watches Teresa having fun on Cesar’s moving walkways — she would love the airport! — and his wife’s joy seems to finally warm Frank up to Cesar’s ideas for Megalopolis.

Which, it turns out, already exists? What’s most surprising about Cesar’s speech to the masses is that he appears to be doing so from inside Megalopolis, which until now we’ve thought he wasn’t allowed to make. Maybe he was also making it all along? How exactly the Megalopolis that Cesar speaks of comes to exist seems to not matter in the world of this film. Somehow he (Cesar and Coppola) figured all that out and we don’t have to worry about it. Megalopolis is here now and, by the film’s end, Cesar’s utopia has more or less fixed all of society’s ills. I love when there is a new neighborhood in my city so I stop rioting! What exactly soothes the masses goes unmentioned. There are no conversations about socialism or welfare; this is not that type of movie either. Cesar’s — and by extension, Coppola’s — vision of what a perfect future looks like is one where everything shimmers and children are free to make art and play and, most importantly, love to their heart’s content. The world will soon move past Mayor Cicero and Cesar Catilina, and all the other men of power in our time will crumble to dust.