During a power outage in the New York City skyscraper where he works, corporate suit David Stillwell decides to exit using the darkened stairs. While descending, he encounters an attractive young woman who seems to know him, but he has no recollection of her. Alarmed, she flees to the sub-basement.

Outside is the body of the noted philanthropist and leading world peace activist, Charles Calvin, who apparently jumped from his 27th floor office. At a nearby bar, Stillwell feels ill-at-ease and flashes back to his encounter with the woman. He returns to look for her, but now there is no sub-basement. A large pugnacious man, Willard, is working in the machine room and orders Stillwell to leave.

At Stillwell's apartment building, a stranger, Lester, pulls a gun and forces him into the apartment. He demands Stillwell get his briefcase and go meet "the Major". Stillwell, not knowing what he is referring to, knocks out Lester and hides him in a hallway service closet. Stillwell then checks his briefcase and finds it completely empty.

While attempting to report the encounter to the police, Stillwell becomes distressed by basic questions about his background and storms out. He suddenly realizes he has no memory of anything before the two years of his present job. He consults a psychiatrist, Dr. Broden, who throws him out, declaring it impossible to have amnesia for two years without being aware.

Stillwell hires novice private detective, Ted Caselle. Skeptical at first, Caselle begins to believe his story after spotting Willard following them. He inspects Stillwell's apartment. The refrigerator, which was previously empty, is inexplicably fully stocked, and his briefcase is now full of files. Stillwell takes Caselle to his office, located near Calvin's, but there is now only a blank wall. They go to the basement; Willard arrives and shoots at them, but they escape.

Stillwell encounters the woman again, who says "the Major" urgently wants something from him. She reveals her name is Shela, and that she and Stillwell previously had a relationship. She reluctantly accompanies him to see Joe Turtle, a concierge at Stillwell's building who knows him, but Turtle has been beaten to death by Lester. Stillwell forces Shela to see what her associates are capable of.

The two spend the night together, but Stillwell wakes to find Shela gone. Lester and Willard are waiting downstairs. He disarms Lester and uses him as a shield, but Willard callously kills Lester. Stillwell escapes and goes to Caselle's office, but finds him dead.

Stillwell's intermittent flashbacks are becoming more regular and detailed. He revisits Dr. Broden. They work out that Stillwell's amnesia is only two days old, and that false memories have displaced recent traumatic ones. Stillwell realizes he is not a cost accountant, but a "physio-chemist" and Calvin's protégé. His home is New York, but he's spent the last two years in California working at a private research facility in a sub-basement lab under a man named Sylvester Josephson.

Stillwell visits Calvin's widow, who believes he killed Calvin and empathizes with him for doing so. Stillwell suddenly remembers Calvin falling through a window. He notices a photograph of Calvin with an Army officer that Mrs. Calvin says is Major Crawford Gilcuddy. Stillwell goes to see the Major, where he also finds Josephson, Willard (who beats him brutally), and Shela (who is the Major's girlfriend).

More memories begin to return. Stillwell had discovered a method to neutralize nuclear radiation, making fallout less deadly. He then went to New York to reveal the breakthrough to Calvin. There he discovered that despite Calvin's posturing as a peace advocate he was illegally conducting business with the Major, who sought to hijack Stillwell's work – which actually made using nuclear weapons more attractive, and more profitable, as they could be used and consumed like conventional weapons. While arguing with Calvin, Stillwell had raged over becoming a mere "cost accountant" for nuclear war. To prevent his peaceful discovery being misused, Stillwell attempted to burn the document containing the formula; as Calvin lunged at it he'd tripped out the window to his death. The combined shock caused Stillwell's amnesia.

To force Stillwell to recreate his formula, the Major has Willard point his gun at Stillwell's head and play Russian roulette. With each click of its trigger both memories and anger swell in him. Shela shoots Willard. Josephson grabs her gun, but Stillwell convinces him the Major will not let Josephson live (as he knows too much about the secret doings); Josephson calls the police. Stillwell and Shela embrace.

The screenplay was written by Peter Stone as a follow-up to the hugely successful Charade.^[5] Matthau and Kennedy were holdovers from the cast of Charade.^[6]

Filming took place on a number of locations in the New York Financial District.^[7] The fictitious Unidyne company was headquartered at 2 Broadway. Another key location in the film is the walk with Peck and Baker through Battery Park to City Pier A.^[8]

The movie was filmed between 24 October and 24 December 1964 on Eastman Kodak black and white film 4-X 5224^[9] and first released in the USA on 26 May 1965.

The New York Times wrote "In brisk, colloquial, occasionally humorous style, this exercise in mayhem, murder, mental instability and moralizing about the scientist's place in an atomic world, evolves as an interesting, fairly taut, if not especially credible, chase-mystery".^[10] Variety held "There are moments of stiff action and suspense but plot is as confusing as it is overly-contrived."^[11] In 2012 Time Out called it "one of the better thrillers of the '60s," concluding that "The harsh b/w photography, the various levels of reality, and the use of urban landscape, all contribute to the feeling of unease, building up an atmosphere that is perhaps better than the mechanics of the plot deserve."^[12]

The film score was composed, arranged and conducted by Quincy Jones, using an uncredited orchestra. A soundtrack album was released on the Mercury label in 1965.^[14][15]

Track listing edit

All compositions by Quincy Jones

1. "Mirage (Vocal Version)" (Lyrics by Robert Russell) - 2:18
2. "Boobie Baby" − 3:20
3. "Shoot to Kill" − 2:28
4. "Dead Duck" − 3:12
5. "Purple Rose" − 3:06
6. "Main Title" − 2:50
7. "Mirage (Instrumental Version)" − 3:34
8. "Turtle's Last Lap" − 3:34
9. "A Shot in the Park" − 4:03
10. "Kinda Scary" − 4:33
11. "End Title" − 2:51

• List of American films of 1965

• Mirage at IMDb  
• Mirage at Rotten Tomatoes
• Mirage at Film Noir of the Week by Wheeler Winston Dixon