The film is told in eight straight chapters:
- In which we happen upon Manderlay and meet the people there
- "The freed enterprise of Manderlay"
- "The Old Lady's Garden"
- In which Grace means business
- "Shoulder to Shoulder"
- Hard times at Manderlay
- In which Grace settles with Manderlay and the film ends
Set in the 1933, the film takes up the story of Grace and her father after burning the town of Dogville at the end of the previous film. Grace and her father travel in convoy with a number of gunmen through rural Alabama where they stop briefly outside a plantation called Manderlay. As the gangsters converse, a black woman emerges from Manderlay's front gates complaining that someone is about to be whipped for stealing a bottle of wine.
Grace enters the plantation and learns that within it, slavery persists, roughly 70 years after the American Civil War and the Emancipation Proclamation. Grace is appalled, and insists on staying at the plantation with a small contingent of gunmen and her father's lawyer, Joseph, in order to guarantee the slaves' safe transition to freedom. Shortly after Grace's father and the remaining gangsters depart, Mam, the master of the house, dies, but not before asking Grace to burn a notebook containing "Mam's Law," an exhaustive code of conduct for the entire plantation and all its inhabitants, free and slave. She reads the descriptions of each variety of slave that can be encountered, which include:Group 1: Proudy Nigger
Group 2: Talkin' Nigger
Group 3: Weepin' Nigger
Group 4: Hittin' Nigger
Group 5: Clownin' Nigger
Group 6: Losin' Nigger
Group 7: Pleasin' Nigger (also known as a chameleon, a person of the kind who can transform himself into exactly the type the beholder would like to see)
The principal seven divisions are each populated by a single adult slave at Manderlay, who congregate daily and converse on a "parade ground," with Roman numerals of the numbers 1 through 7 designating where each slave stands. "Mam's Law" contains further provisions against the use of cash by slaves, or the felling of trees on the property for timber.
All of this information disgusts Grace, and inspires her to take charge of the plantation in order to punish the slave owners and prepare the slaves for life as free individuals. In order to guarantee that the former slaves will not continue to be exploited as sharecroppers, Grace orders Joseph to draw up contracts for all Manderlay's inhabitants, institutionalizing a communistic form of cooperative living in which the white family works as slaves and the blacks collectively own the plantation and its crops. Throughout this process, Grace lectures all those present about the notions of freedom and democracy, using rhetoric entirely in keeping with the ideology of racial equality which most contemporary Americans had yet to embrace.
However, as the film progresses, Grace fails to embed these principles in Manderlay's community in a form she considers satisfactory. Furthermore, her suggestions for improving the conditions of the community backfire on several occasions, such as using the surrounding trees for timber, which leaves the crops vulnerable to dust storms. After a year of such tribulations, the community harvests its cotton and successfully sells it, marking the high point of Grace's involvement. Subsequently she un-enthusiastically has sex with one of the ex-slaves who also steals and gambles away all of the cotton profits. Finally admitting her failure, Grace contacts her father and attempts to leave the plantation only to be stopped by the plantation's blacks. At this point it is revealed that "Mam's Law" was not conceived and enforced by Mam or any of the other whites, but instead by Wilhelm, the community's eldest member, as a means of maintaining the status quo after the abolition of slavery, protecting the blacks from a hostile outside world. As in many von Trier films, the idealistic main character becomes frustrated by the reality he or she encounters.
The film received mixed reviews from critics, garnering a 51% approval rating from review aggregation site Rotten Tomatoes, classifying it as 'rotten'.
Anthony Lane of The New Yorker wrote in a review for the film, "Von Trier is not so much a filmmaker as a misanthropic mesmerist, who uses movies to bend the viewer to his humorless will," while Josh Kun of the Los Angeles Times added, "Trier gets lost in his own rhetoric."
Conversely, The Guardian film critic Peter Bradshaw and Roger Ebert both gave the film mildly positive reviews. While noting, "Many moviegoers are likely to like the film less than the discussion it drags them into," Ebert opined, "The crucial difference between Manderlay and the almost unbearable Dogville is not that [von Trier's] politics have changed, but that his sense of mercy for the audience has been awakened." Peter Bradshaw claimed that Manderlay "is a wind-up, but an effective wind-up," and wrote of von Trier's Land of Opportunities trilogy, "My guess is you can throw away the first and third movies and keep this one."
The film did not perform well at the box-office, taking a total of only $674,918. Compared to its production budget of $14.2 million, this makes it a box office bomb.
Manderlay was entered into the 2005 Cannes Film Festival.
The Manderlay soundtrack, including songs from the film Dogville, was arranged by composer Joachim Holbek, and released through Milan Records.
- "Dogville Overture" – (Vivaldi Concert In G Major)
- "Thoughts of Tom" – (Handel Concerto Grosso In D Major)
- "Happy at Work" – (Oboe Concerto Albinoni Concerto For Oboe In D Minor)
- "Dogville Theme" – (Vivaldi Concert In G Major)
- "The Gifts" – (Flute And Cembalo Vivaldi Concerto For Flute In D Minor)
- "Happy Times in Dogville" – (Albinoni Concerto For Oboe In D Minor)
- "Fast Motion" – (Vivaldi Concert In G Major)
- "The Fog" – (Vivaldi "Madrigalesco" RV 139)
- "Grace Gets Angry" – (Vivaldi "Nisi Dominus" RV 608)
- "Change of Time" – (Pergolesi "Stabat Mater")
- "Manderlay Theme" – (Vivaldi Concerto For Basson In A Minor)
- "Mam's Death" – (Vivaldi Concert In G Minor)
- "The Child" – (Vivaldi "Al Santo Sepolcro" and Pergolesi "Quando Corpus Morietur")
- "The Swallows Arrive" – (Handel Aria)
- "Young Americans" – David Bowie
During production, a donkey was slaughtered for dramatic purposes. Because of this, actor John C. Reilly quit his role. The scene was then cut from the film before it was released.