"Everything is not going to be OK." So grimly says the promo to Richard Linklater's "A Scanner Darkly," an interestingly conceived and moderately entertaining sci-fi flick. Like director-writer Linklater's 2001 film "Waking Life," rotoscoping is used throughout to give images, particularly the actors, a surreal look. Rotoscoping involves shooting a live action film, in this case on digital tape, and then painting over each frame to produce pastel like imagery. Reportedly it took 500 man hours with a team of 50 artists to create each minute of footage.

"A Scanner Darkly" is based on a 1955 novel by the late Philip K. Dick, and like other movie adaptations of his works ("Blade Runner," "Total Recall," "Minority Report") there is a heavy element of police regulated society and self examination of one's identity.

Rotoscoping, which gives everyone the appearance of an old paint-by-number creation, is flexible enough to allow extreme distortions of images. For example, when a character imagines his friend as a giant cockroach, we see his pal morphing into slithery bugdom. By the way, there is an itchy sequence involving hundreds of bugs crawling over a guy's body as he tries to swipe and rinse them off.

The insects are part of hallucinations induced by Substance-D, the preferred drug of the future ("seven years from now"), which is controlling at least a quarter of society. Keanu Reeves' Bob Arctor is a narcotics agent in Anaheim, Calif. who has become addicted himself. It is something he has hidden from superiors until recently, but his memory lapses and freak-outs are increasing. His girlfriend Donna (Winona Ryder) is concerned about his problem. In addition, Arctor has grown fond of druggies James Barris (Robert Downey Jr.) and Ernie Luckman (Woody Harrelson).

One of the coolest elements of the movie is the "scramble suit" worn by undercover agents. A huge challenge for Linklater's artists, the otherwise invisible suit which includes head cover, can change to any image desired by the person wearing it. Talk about undercover, Arctor wears it so even his bosses do not know his identity. In its neutral state, body and face types are constantly changing. At least 100 different faces appear, one after another, each minute. Yet there is a transparency about it all.

Don't get the idea this is a dreary look at a drug ridden society. There is humor amongst the pill popping. A highlight is Charles Freck (Rory Cochrane), the fellow with the body bug problems referred to earlier. During a particularly wild Substance-D trip, he is visited in his bedroom by a bulbous headed, eye creature who proceeds to read him details of his life's sins--sort of like a Twilight Zone angel of death. Speaking of comedy relief, Downey Jr.'s talkative know-it-all and Harrelson's dimwitted hippie are hilarious.

Overlong at 100 minutes, "A Scanner Darkly" has many visual pluses. But the script does not wear so well, dragging along for stretches. Reeves, in his usual sullen delivery way, does not help take up the slack.