Three hours of David Lynch at his most fragmented and unsettling. Normal Lynch themes and techniques run through story, infidelity, identities changing, cyclical editing, Hollywood artifice, oblique dialoge, deadpan comedy, and the most disturbing special effects since Eraserhead. It's a feverish nightmare with unrelentingingly haunting and ominous music and a few pop songs(Beck's black tamborine, and doo-wop classic, "The Locomotion") and unique industrial/pop hybrids by Lynch himself. The film is shot on digital as opposed to film, and Lynch milks every trick lighting effect you could imagine in this film, and if nothing else he's really expands the possibilities of digital movie-making, by using the washed out colors and light sensitivity of his cameras as opposed to trying to recreate the look of film. Laura Dern shows an incredible amount of range and manages to hold you to the screen with her for the entire film, and at three hours that's a feat. My biggest complaint is the length, it's too long to sit in a theater, and I was literally exhausted by the end. If you liked Mullholand Drive, Lost Highway, Eraserhead and the more abstract films of Lynch, then this is his masterpiece. It's even got scenes from his online series "Rabbits", linked into story, and appearances by Laura Harring and Justin Theroux(who's a main character in similar position as he was) from Mullholand Drive, connecting it directly to the rest of the Lynch universe. Gave me a headache too, but I kinda expected it that, but it was one of the most rewarding headaches I have had the pleasure of receiving.