UPSTREAM COLOR Things are about to get weird. REALLY weird.

PRIMER, the 2004 debut film of writer/director/editor/composer/star Shane Carruth, stands as one of the foremost Great Whatsits of independent cinema. Made for $7,000, it told its time-travel story in a fashion that was somehow both eminently sensible and entrancingly brain-croggling, with a resolution that all but demanded viewers go home and get busy on the flowcharts. At a time when most low-budget movies seem to exist primarily as attention-starved calling cards to Hollywood, Carruth's film felt like something that was grown in a strange lab: complete and fully formed and more than a bit creepy.

Upstream Color, the filmmaker's largely one-man-band follow-up (made after the implosion of a more expansive project called A Topiary), proves that, whatever you may think of his methods, the hermetic sphericalness of Primer was anything but a fluke. Like its predecessor, Carruth's sci-fi/body horror/romantic amalgam can come off as clammy and occasionally baffling. (Watching it sometimes feels like reading a Cormac McCarthy novel, where the weird $10 words are picked up via inference.) If you fall into its distinctive rhythms, however, everything else out there feels a little inert by comparison.

Beginning with a notably icky gardening session, the plot follows a woman (Amy Seimetz) experiencing strange gaps in her memory, who finds herself drawn to a stranger (Carruth) sharing the same symptoms. Pigs, worms, and the works of Thoreau then get involved, and that's all I'm going to say. Working again as his own editor, Carruth puts things together in a thrillingly unorthodox fashion, starting and stopping at the damnedest times and trusting the audience to fill in the blanks. It may take a second viewing to appreciate how every pause and lacunar gap is in there by design.

Movies that make you work for it can be a tough draw, of course, and Carruth's melding of Kubrickian control and Malick's expansiveness will likely have some begging off early. Those on the film's wavelength, however, may well find themselves floored by the nearly wordless final act, where all of the seemingly disparate elements are drawn together with a beauty and power that's a little freaky to behold. I've seen Upstream Color three times now, and my appreciation just keeps on growing. Whatever it is Carruth's doing, it reminds you of what movies can do.