David Lynch's new movie, Inland Empire, is a baffling three hours of surrealistic cinema. It's one of those films that loads you up with pieces of a puzzle, expects you to hold on to them all, and to remember them when they start to connect. The big picture is never going to be explained to you, and the final arrangement is going to be your doing, so how much you enjoy the final product hinges on how well you can remember what the number 47 refers to and who the woman with one leg is.

Watching a film like Inland Empire can be a little unpleasant the first time out. I never knew whether to get comfortable in my seat or keep one foot out the door, ready for a speedy getaway. Lynch is a challenging filmmaker, one who defies you to figure out whether you're watching dreamy genius (Mulholland Drive) or a pretentious put-on (Lost Highway). I haven't yet made up my mind about Inland Empire, but that's a step up, at least. I walked out of Mulholland Drive hating it, and only managed to come around when I tried it again on DVD. There is a key to every David Lynch movie, the important fact that breaks the code for you and opens up the story. The problem with a first time through is that you might be so busy looking for the clue, it passes you by.

Let's consider what we have to work with. After an opening sequence in a hotel room between a prostitute and her john, both of whom speak in Polish, we cut to a fancy Los Angeles home. Nikki Grace (Laura Dern, who also co-produced Inland Empire) is an actress whose star has faded. A strange neighbor she has never met (Grace Zabriskie, Big Love) has stopped in to tell Nikki that a part in a movie she has been hoping to get will be coming her way, but the woman also drops some portentous science on her. This movie, On High in Blue Tomorrows, is going to be about marriage and murder, even if those things aren't necessarily in the script.

Shooting starts off all right. Nikki's co-star, Devon Berk (Justin Theroux, Six Feet Under), is a bit of a bad boy, but he's good at what he does, and the director (Jeromy Irons, Eragon) has a strong vision of what he wants to do. Only, strange things start happening, and the director explains that the movie they are making is actually a remake of a motion picture that was never finished. Its principal stars were murdered before filming concluded, a secret that none of the producers wanted the participants to know. The story itself goes back even farther than the first script, it was based on a Polish gypsy folk take--the true origin of the curse.

On High in Blue Tomorrows is a steamy picture about infidelity in the American South, something akin to maybe one of Tennessee Williams' sweatier dramas. Fact and fiction converge, and Nikki and Devon start having an affair. This does not go unnoticed by Nikki's husband, who we are told is a dangerous and powerful man. We are therefore not surprised to see him in scenes with Polish gangsters, one of the many stray story lines that start to unravel before us when David Lynch makes one of his infamous David Lynch switch-ups.

During lovemaking, Nikki tells Devon something that is going to happen to her the next day, even though it reflects a scene that is in Blue Tomorrows that they shot yesterday. Devon, like the rest of us, is confused by her story, but naturally we're going to cut to the scene with the changeover. Nikki comes to a door with the code "AXXoNN" scrawled over the top--could that be "Action," like on a film shoot?--and goes inside. She finds herself on the Blue Tomorrows movie set, spying at a rehearsal she attended several days before. When she turns around to leave, the same door leads her into an unfamiliar suburban home, and from there, we can assume she is gone from the real world.

Or is she? It's possible that all that has come before this was the dream, and we haven't yet been grounded in reality. Some things that we see at the end could suggest this, and a lot of what you will come away with after seeing Inland Empire will probably depend on which part of the story you decide is the "real" part. From the moment Nikki goes through that door, all semblance of linear plot is gone. Several story lines travel parallel paths, crossing over and interweaving at a speed that can be hard to keep up with, even as the action on screen moves glacially slow. Nikki ends up in a whorehouse, in a domestic violence drama, confessing her sins to an unknown confidante, in a game of cat-and-mouse with Julia Ormond (Smilla's Sense of Snow), and even back in the plot of Blue Tomorrows. At the same time, we also see the Polish gangsters, the prostitute from the beginning of the movie, and a truly bizarre sitcom starring rabbit people that isn't particularly funny, but that sparks a laugh track nonetheless. This latter element I think has parts from a longer piece Lynch serialized online, and it features the voices of his stars from Mulholland Drive, Naomi Watts and Laura Elena Haring.

Actually, I kept waiting for Inland Empire to cross paths with Mulholland Drive. Some of the thematic elements of the current movie shares ideas in common with the 2001 film, particularly the notion that the glamour of Hollywood is really a front for a darker, seedier lifestyle. Laura Dern's Nikki could just as easily be the wide-eyed hopeful Naomi Watts played in Mulholland. Whereas visually Lynch's last film benefited from juxtaposing the glitz of Tinsel Town with the drab reality of Los Angeles, the nostalgia shown by the film within the film hinting at what Watts was losing, there isn't much of that here. The choice to shoot Inland Empire on digital video robs Lynch of that veneer, and so this is a much uglier movie. Everything is grainy, and Lynch wallows in the grease and sweat of humanity, indulging in grotesque close-ups that expose every shiny pore on someone's face. I'm not sure it really works for him. The haze of DV makes Inland Empire feel like an uncomfortable dream that you want to wrestle your way out of, rather than something warm and colorful that lures you in with its beauty.

Another thematic vein the two movies share is that of infidelity. One lover being untrue to another unlocks previously hidden rooms in the back of the mind. Every time Nikki opens another door (more of which are labeled "AXXoNN"), it leads her deeper into the recesses of her own guilt. For a short while, the mask of performance gives her something to hide behind, but the trick is to know if you're actually finding a way out rather than sinking deeper in. Nikki isn't going to be aware of whether or not she's choosing the right doors until it's possibly too late.

Of course, with Inland Empire sharing so much in common with Mulholland Drive, Lynch does run the risk of delivering a picture his audience feels like it's seen before. I definitely had moments where I stopped and thought, "What? This again?" He even tosses in some of his regular tics, like people commenting on their cups of coffee and dance numbers set to old pop tunes. One positive repeat is his ability to draw remarkable performances out of his actresses. Laura Dern, who hasn't had nearly as many good roles as she's deserved since gaining notice for her previous work with Lynch in the late 1980s, is amazing as Nikki. She spends most of the movie just as confused as the viewer, watching and listening and wondering what is happening around her, but Dern uses the anxiety as her hook to lead the audience through Lynch's twisted landscape. Whether that's enough, however, for me to recommend Inland Empire is a whole other matter.

Just as I started this review unsure of what to say about the movie, so do I end it with a shrug, unable to come to a decision about how to recommend it. If DVD Talk had a category that was just "????," I'd choose it in an instant. I liked a lot of Inland Empire, but at the same time, I found it way too long and often wished David Lynch would pick up the pace. I'm intrigued by much of what I saw, but still not convinced it actually adds up to something of quality. Inland Empire is a demanding film, and like I said, it's probably going to take another viewing to make up my mind. Given its three-hour running time, that's a lot to ask of any viewer for something that amounts to a big "maybe." If you're not enough of a Lynch maniac that you have to rush out and see it now, it might be best to wait until its on DVD, when, if you're curiosity is sufficiently piqued to try it again, you can just start the movie over in the comfort of your own home. In the end, it's probably the safer bet.

Jamie S. Rich is a novelist and comic book writer. He is best known for his collaborations with Joelle Jones, including the hardboiled crime comic book You Have Killed Me, the challenging romance 12 Reasons Why I Love Her, and the 2007 prose novel Have You Seen the Horizon Lately?, for which Jones did the cover. All three were published by Oni Press. His most recent projects include the futuristic romance A Boy and a Girl with Natalie Nourigat; Archer Coe and the Thousand Natural Shocks, a loopy crime tale drawn by Dan Christensen; and the horror miniseries Madame Frankenstein, a collaboration with Megan Levens. Follow Rich's blog at Confessions123.com.