From the very first moments of Ultrasound, something is off. In fact, a lot of things are off. There’s the obvious fact that the movie starts with a brilliantly uncomfortably ‘car breaks down in the rain’ moment where a soaked man seeks shelter in the only house nearby, the kind of scene audiences are instinctually trained to beware in movies. But there’s little moments too. Little touches that you’ll catch where something is certainly not as it should be. A woman’s bulging pregnant belly is there in one scene and gone in the next. A fully-stocked room service tray is wildly out of place on a deserted country road. Like a Find-The-Mistake picture book (think Dr. Seuss’s ‘Wacky Wednesday’) the anachronisms and scrambled bits of reality in Ultrasound just keep stacking up.

It all starts when Glen (Mad Men’s Vincent Kartheiser) knocks on Arthur’s (Bob Stephenson) door. Soaked and stranded, coming home from a wedding, Glen needs help but gets more than he bargained for when the strangely-generous Art offers not only shelter for the night, but his own bed. A bed that includes his younger wife Cyndi (Chelsea Lopez) who lays there in wait.

What sounds like the setup for a lurid cuckolding sexual thriller is complicated by the introduction of medical researchers Dr. Conners (Tunde Adebimpe) and Shannon (Breeda Wool), who seem to be observing events for reasons unbeknownst to us watching as well as those being watched. Nearby, a young woman, Katie (Rainey Qualley), struggles with her romantic entanglement with the suspiciously absent Alex Harris (Chris Gartin), who asks her to continue keeping their relationship under lock and key.

For a good while, the intersection between these storylines remains dubious and unclear, this viewer continuously scrunching up his face and trying to piece together how these seemingly disparate events assemble. So much of Ultrasound’s discombobulating suspense works from a place of some big reveal just around the corner waiting to be exposed so I’ll be careful not to spoil any of the twists and turns but know that the WTF nature of its progression is more tactile and rewarding than one might anticipate at times, the script cleverly playing into then subverting our expectations scene after scene after scene.

It should seem obvious that going into this with as blank a slate as possible is the only approach. The less you know, the better, as first-time director Rob Schroeder (whose last name curiously resembles Schrödinger and his famously dead/alive cat) expertly unwinds the strings to reveal a surprisingly lucid and audacious procession of plot turns that’ll keeps viewers on their toes, oohing and aahing at the inventive plot twists as they come into focus.

It’s a complicated feat weaving everything together but Ultrasound pulls off the improbable task of making sense of all the seeming chaotic threads. Conor Stechschulte’s script, which adapts Conor Stechschulte’s graphic novel Generous Bosom, goes a bit far on the handholding at times, tying the various plot tendrils together for the less observant viewers in the audience in ways that might ultimately be more rewarding if left to be pieced together solely by the viewer. But for a piece that’s as twisty-turny and disorienting as this, the assistance doesn’t necessarily undermine the audience’s intelligence in any kind of offensive manner.

Strong performances from a who’s who of recognizable faces whose names you don’t remember help ground the wacky exposition in human emotion. And as Ultrasound spirals towards an unpredictable conclusion, Schroeder emerges atop a triumphant accomplishment, a clever ringmaster masterfully blending hard science-fiction and genre thrills to deliver precisely the kind of festival midnighter film that’ll leave audiences mystified yet fulfilled. The exact kind of buzzy blink-and-you-miss-it independent thrill-ride that festivals like Tribeca, prior to the advent of streaming, were once build around. No matter where you’re watching Ultrasound, prepare for your mind to melt.

CONCLUSION: From the very first frame, the mysterious science-fiction midnighter from Rob Schroeder sets out to dazzle and bewilder audiences with a magic trick of a film. Smart and captivating, ‘Ultrasound’ comes fastened to committed performances from a game cast and a perplexing plot that leads to a resoundingly clever conclusion.