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Richard Kelly’s Southland Tales (2006) presents a dystopic, post-apocalyptic, near-future through an aesthetic, which fuses contemporary postmodern screens with the phantasmagorical of traditional apocalyptic visions. This article argues that Southland Tales is an example of what feminist theologian Catherine Keller calls the “counter-apocalyptic” (Keller 1996:19-20). Through strategies of ironic parody Kelly both describes and questions the apocalyptic and its easy polarities. In situating the film as counter-apocalyptic the paper argues that the film both resists the apocalyptic impulse however it is also located within it. In this sense it produces a unique take on the genre of the post-apocalyptic film and a powerful fluid critique of the post 9/11 security state.