Manderlay is a sequel to the movie Dogville. It is the second part of Lars Von Trier's trilogy USA - Land of Opportunities. Bryce Dallas Howard replaces Nicole Kidman in the role of Grace. The movie also features Willem Dafoe and Lauren Bacall (among others) in supporting roles.

The staging is very similar to Dogville. Shot on an extremely minimal soundstage with no walls, Manderlay 's mise en scene differs from its predecessor with the inclusion of horse, a mule, and a sandstorm. The geography of the film has a much larger range as well. Dogville covered only a small town, while Manderlay covers several separate locations on an entire plantation.

Shortly after burning Dogville to the ground, Grace (Bryce Dallas Howard) and her father (Willem Dafoe) stop at an Alabama plantation called Manderlay. Apparently slavery is still in place, even though it should have been abolished 70 years previous. Grace is very concerned with freeing the slaves, while her father, ever the pragmatist, wants to press on and let it remain a local matter. Grace doesn't listen and uses her father's gangsters to free the plantation. Mam, the master of the house Lauren Bacall, dies shortly after, leaving frightened bickering slaves. It's soon obvious that slaves are never actually free, but given a purely symbolic kind of "employment." Grace stays at Manderlay, and with the help of her father's gangsters, attempts to teach the slaves American ideals of freedom and democracy. As in many Von Trier films, the idealist main character meets great frustration in a materialist world.

Grace comes across Mam's Law a system that had represented the psychological division of the Manderlay slaves. The slaves would be rationed food based on their psychology.

Group 1: Proudy Nigger
Group 2: Talkin' Nigger
Group 4: Hittin' Nigger
Group 5: Clownin' Nigger
Group 7: Pleasing Nigger (also known as a chameleon, a person of the kind who can transform herself into exactly the type beholder would like to see)
There are also groups for Weeping Niggers, Losin' Niggers, and Crazy Niggers
Danny Glover a Group 2, appears to be the most helpful slave to Grace's cause. He is eventually discovered to be the sole author of Mam's law.

Manderlay is made up of eight "straight" chapters.

Grace, her father, and his entourage of gangsters, stop outside the gates of the plantation Manderlay. Grace's father philosophizes "They will not admit it, but its a fact. Deep down inside there isn't a woman alive that doesn't nurture these fantasies. Whether they involve harems, or being hunted through the jungle by torch bearing natives. However much they go on and on about civilization and democracy, sexy it ain't." Grace is perturbed and insulted by this, so he offers his eternal solution to female problems, a bouquet of roses. A slave from the plantation approaches grace and complains that they are going to whip Timothy regardless of his innocence. Grace discovers that Manderlay is a slave plantation, an institution that was legally abolished 70 years before. Her father tries to dissuade her from getting involved; after all, it's a "local matter" and she has no right to stick her nose in other people's business. Grace stops Timothy's whipping, nevertheless, an invasion that startles the plantation owner to death. Mam's dying request is that Grace burn the book under her mattress, but Grace refuses. She believes "things should be out in the open, whatever they may be." Grace prepares to leave with her father, who disapproves of what she's done. The slaves will no doubt resume employment with their former masters only now on a contract basis. He recollects a story about Grace's childhood, about how she had set her tweety bird free and soon found him dead under the windowsill. He believes the slaves will suffer a similar fate.

Grace refers to something she "read". Something about 40 acres and a mule. Her father explains that the man who owned the 40 acres and the mule would rather keep it all to himself.

Wilhelm (Glover), an elderly slave, walks out of the gates to ask Grace to visit the slaves one last time, so they may thank her properly. She sees fearful faces among the slaves. Grace claims to not require thanks, and is the first to apologize for the way they've been treated. Mam's remaining family draws up contracts that ultimately keep the slaves in the same lifestyle. Grace is unsatisfied with the contracts and uses her father's gangsters to take over the plantation. She keeps half his men and her father leaves, wanting nothing to do with her project.

Grace draws up new contracts that arrange for the white plantation owners to work hard labor. No one cares for these late night legalities. Wilhelm is the only slave who's eyes show mild gratitude. Bert flees the plantation and waits for a white woman to pick him up in a car. Apparently, whispering through the bars of the gate he had long been plotting an escape with this woman; Bert's Helping Hand.

"What a peculiar coincidence that two women should come to the aid of the Manderlay slaves at the same time. Grace and Bert's Helping Hand. And the similarities between them are also peculiar. Young. Beautiful. White. In male company. Actually, male company in alarming numbers."

The car that arrives doesn't appear to contain Bert's Helping Hand, and a man's voice shouts "There's the nigger."

Lars Von Trier was criticized for putting a donkey to sleep when efforts of using a puppet for a donkey failed. The donkey was supposedly already going to put to sleep as it was too old. A spokesman for Lars argued that the donkey lived "two months more than it would have otherwise" because of the shooting of the film. The scene where the donkey dies was deleted from the movie, as Lars wanted to avoid further controversy. Actor John C. Reilly walked out off the set in protest of the animal killing and was quickly replaced by Slovenian actor Zeljko Ivanek. The movie was filmed in Sweden, where the killing of animals for movies and art is allowed under the supervision veterinarian and performed under "humane" conditions.