This stylish thriller, which was shot on mini-DV in only 15 days in guerilla manner, displays a moody aestheticism and cohesive vision that suggests a bigger budget. The claustrophobic interiors, spare soundtrack, and innovative lighting make the most of a compelling, challenging script that leaves the viewer perennially uncertain as to what is real. Courtney Cox-Arquette, demonstrating her dramatic chops in a drastic shift from her FRIENDS character, stars as Sophie Jacobson, whose boyfriend Hugh (James Le Gros, DRUGSTORE COWBOY, LOVELY & AMAZING) is shot and killed one night in a convenience store while she waits in the car. Traumatized, Sophie is plagued by headaches and strange episodes that increasingly impair her everyday life. Resuming her job as a photography teacher at the local college, she is confronted by a photograph taken the night of the shooting. When she investigates to find out who took it, the answer sets off a string of events that defy explanation. The narrative unfolds in a nonlinear way, traveling both directions in time from the central event of the shooting, recalling in equal parts MEMENTO and MULHOLLAND DRIVE. The couple's history is elaborated, providing new insight into the events surrounding that fateful night, while certain episodes repeat themselves with subtle variations, leaving audiences to parse the truth for themselves. As new elements are constantly introduced, everyone starts to question Sophie's sanity--including the audience. Finally, reality comes unglued and the shock of Sophie's trauma is explored in a new way.