A revisionist take on the works of H.P. Lovecraft (most notably novella "The Shadow Over Innsmouth"), "Cthulhu" is breathtaking insomuch that a hallucinatory nightmare involving a small-town cult, the oncoming apocalypse, and a plot involving humankind's return to the seas can be. The production was troubled, with principal photography taking a year and a half to complete due to financial issues, but the finished product is more than enough proof that a little passion, talent and perseverance can go a long way. As far as moody melodramas dipped equally in the revered lakes of Davd Lynch and 1971's cult classic "The Wicker Man" go, "Cthulhu" is a trippy, unsettling experience with a clear eye for mesmerizing visuals.

Russ March (Jason Cottle) is a respected college history professor living in Seattle who receives word that his mother has died. On his trip back to his coastal hometown of Rivermouth, Oregon—a place he has had good reason not to return to in many years—Russ witnesses the aftermath of a fatal auto accident and watches as the victim passes away before help arrives. It's a harbinger of doom to come, as are the flurry of radio news reports on dire world happenings, ecological and otherwise, that intermittently underscore the action.

The reunion between Russ and his father, Reverend Marsh (Dennis Kleinsmith), recaptures just how tumultuous they used to be—patriarch Marsh questions his son constantly on his homosexuality, deriding it every step of the way—while younger sister Danni (Cara Buono) struggles to hold it together and play both sides of the fence. As for Russ himself, he is torn between fleeing back to Washington and sticking around to see how his relationship with former best-friend-with-benefits Mike (Scott Green) develops. As Russ goes about his everyday business, he is inundated with freakish delusions that could be real and ghastly experiences that must be true. Something very, very strange is occurring in Rivermouth, and something even more unimaginable is fast approaching.

A whopping mood piece as much as a horror film, and a poignant, nostalgia-layered story about tentative love and desire as much as a mood piece, "Cthulhu" covers multiple genres without losing sight of any of them. Introducing a gay slant to a premise that otherwise remains truthful to H.P. Lovecraft's sensibilities has led to some controversy, but these worries are much ado about nothing. In actuality, Russ' orientation adds a new, excitingly provocative layer to the story, finally leading toward a devastating, intentionally open-ended climax that says a great deal about the twenty-first century's continued archaic tendencies toward sexual repression of those different than oneself. Thus, when Russ is breathlessly traveling from one side of town to the other, stalked by otherworldly forces, brainwashed townspeople, briefly-glimpsed creatures, and a collapsing society, he is not only trying to save his own life, but also the very fabric that makes him the individual, free-thinking person that he is.

The $750,000 budget is frankly awe-inspiring for what "Cthulhu" accomplishes. With the exception of the occasional underlit moment, the film is a stunning achievement in cinematography and art direction. Location shooting along the coasts of Oregon and Washington is ravishingly haunting, complete with swooping aerial shots of the beaches, fields and rocky seaside cliffs, and a real knowledge for portraying the off-balance milieu of the fictional Rivermouth. Color hues are prevalent in deep blues, equating to the blustery, overcast feel of the Pacific Northwest.

Additionally, director of photography Sean Kirby's shot compositions and camera movements couldn't be better, giving the picture an invaluable, almost free-floating dreamlike quality. A scene in which Russ escapes by boat directly below a line of robed strangers crossing a bridge at dusk is atmospheric and classy, as is another one where Russ and childhood acquaintance Susan (Tori Spelling) visit a polar bear aquarium. This same kind of ingenuity continues throughout, with suspenseful set-pieces that impact because of their enthralling minimalism. A sequence set in an underground tunnel, lit only by camera flashes, reveals just enough to seriously scare, and the taut climax detailing civilization's last gasp before the end of days has the scope and disquieting imagery of a big-budget studio release.

The cast, filled mostly by unknowns, is a tad uneven. As Russ, Jason Cottle (1999's "The Other Sister") is outshone in the first half by an unfortunate wig, but seems to improve the moment he shaves his hair off. His strongest work comes when he shares the screen with Scott Green (2008's "Paranoid Park"), exuding charisma as Mike. Memories of their unorthodox friendship and sexual experimentation as teens return once they come back into contact with each other. While Russ has embraced who he is, Mike has had a child in the interim and attempted to settle down. When the two encounter each other again after years of being out of touch, neither can deny that a flame still burns between them. As Russ' overbearing, devious father, Dennis Kleinsmith is the epitome of a man set in his ways who does not understand his son, and never will. Finally, the biggest name in the ensemble is Tori Spelling (2001's "Scary Movie 2"), playing against-type and failing to impress as a woman from Russ' past with an ulterior motive.

"Cthulhu" doesn't hedge its bets on acting, but on tone, ambiance, and timely thematic relevance. It is at these levels that the film is something quite special, journeying to the heart of darkness with little hope waiting on the other side. Mischievously discombobulating, leaving the viewer disturbed and on edge as Russ is confronted by any sane person's worst fears, "Cthulhu" does H.P. Lovecraft proud while blessing his ideas with a modern-in-spirit facelift. Genre fans grown weary by today's mainstream spate owe it to themselves to seek out this grim, creatively sumptuous, unapologetically chilling indie effort.