In this chapter, we explore David Lynch’s 2006 film Inland Empire, treating it as a counterpoint to some of the claims made by both Deleuze and Flaxman about new forms of informatic image. Rather than effecting operations of closure or control, I claim that Inland Empire produces a uniquely digital outside – forcing us into a series of noetic encounters which simultaneously unground and provoke our thinking. The film achieves this in several key and interconnected ways, first, by foregrounding its own informatic materiality, such that the digitisation of cinema becomes a central conceptual and aesthetic motif. In rendering explicit not only certain new possibilities, but also the aesthetic limits of its own digital form, the film thus enacts experiments analogous to those Blanchot identifies in poetic language – drawing to the surface of the image irreducible, singular and inhuman technical events. These components of the image constitute a kind of digital ‘noise’, which Lynch works actively to proliferate. Lynch does this at both the semantic and the technical registers of his composition, using this noise to produce unthinkable situations and materials.