Expectations ran high when David Fincher announced that his follow-up to two genre classics—the morbid Seven and the brutal Fight Club—would be Panic Room, a thriller that promised to be claustrophobic, tightly wound, and intricately stylish in a way that only Fincher could pull off. But reports from the set began surfacing: The film's female lead, originally to be played by Nicole Kidman, was recast with Jodie Foster, and even more curious, Fincher's famed Seven cinematographer Darius Khondji dropped out of the picture in the middle of production, to be replaced by Conrad W. Hall. Worried fans held their collective breath when the lights went down on opening day, and although Panic Room didn't exactly aspire to the A-level head games of Fincher's two preceding thrillers, it was surely a breathless, down-and-dirty B movie that kept your ass firmly anchored to the edge of the seat.

At the heart of Panic Room is a simple, streamlined premise. Recently divorced Meg Altman (Jodie Foster)—whose rich ex-husband Stephen (Patrick Bauchau) has shacked up with a young model (a cameo voiced by Nicole Kidman, interestingly)—moves into a cavernous brownstone in New York's Upper West Side. Along for the ride is her daughter Sarah (Kristen Stewart), a diabetic tomboy whose relationship with her mother is strained. The home is a Manhattan impossibility, gigantic and silent, with numerous rooms and floors, and—ominously—a safe room, or panic room, installed adjacent to the master bedroom. You might have heard of the concept before the film: It's a small, intensely protected room, constructed of thick steel, loaded with self-sustaining supplies, and containing an array of video screens for monitoring the rest of the house—all in the interest of isolating and protecting the residents from intruders.

Of course, on the very first night that Meg and Sarah spend in their new home, three men—hothead Junior (Jared Leto), cool and rational Burnham (Forest Whitaker), and ski-masked Raoul (Dwight Yoakam)—break into the brownstone with singular purpose. After mother and daughter manage to secure themselves in their new panic room, they realize that what the burglars want is inside the room with them. What follows is an edgy amalgam of haunted house story and chess game, as the thieves attempt to outwit Meg and as Meg proves that she will do anything to protect her daughter.

You might skim that premise and shrug. You might think the film sounds like a cliché-ridden potboiler. And to a degree, you'd be right. But Fincher's precise stylings and attention to dark detail lift Panic Room above its own genre. More than simply a nail-biter, it's a supremely confident exercise in smart filmmaking. Mirroring the quick wits of his characters, Fincher has crafted Panic Room as a lean and mean guessing game, using all the trickery up his sleeve—including subtle CGI, an ever-moving camera, thrumming sound effects, and the inherently claustrophobic setting—to keep you under his spell. And even if that trickery comes off, at times, as a little too clever, you never feel lost inside the film. Sure, Fincher is having fun, but so are you.

Panic Room comes to a very satisfying conclusion, redeeming a certain character and not getting too mushy, despite the fact that the climax adheres to the old Hollywood notion of over-the-top comeuppance. Neither the film nor the characters lose their smarts, and the actors seem to inhabit their roles with an equal measure of intellectual fortitude. Foster has always been one of Hollywood's sharpest actors—evident in the DVD commentaries she participates in, including the one on this disc—and the replacement of Kidman with Foster, in retrospect, seems a revelation, replacing bimbo damsel in distress with a quick-witted non-victim. Stewart inhabits the role of the smart-ass daughter with a glare-eyed realism, but she's whip-smart, and the script often showcases her grit. Whitaker, not always my favorite actor, is perfectly cast as the intruder with the reluctant heart.

Columbia/TriStar presents Panic Room in a nicely detailed anamorphic-widescreen transfer of the film's original 2.35:1 theatrical presentation. Sharpness is impressive throughout, despite the fact that the film takes place in darkness and shadow. One of Fincher's goals for Panic Room was to give his story a look of dimness as perceived by eyes that have grown adjusted to the dark. Surely a challenge to his cinematographer (and perhaps one of the reasons his first one was dismissed), this approach makes the film a somewhat murky experience—and yet wholly intentional. Despite the challenge, the end result produces the desired effect and is in fact mesmerizing to watch. Black levels are accurate, and shadow detail is strong. Colors, such as skin tones, are right in line with the color timing that Fincher's team desired.

On the down side, I noticed a few instances of digital artifacting, such as blocking and shimmering, most evident in moments of shifting backgrounds and smoke. I also noticed minor edge haloing. These are minor distractions from a generally fine presentation.

A direct comparison with the image of the existing Superbit edition reveals that the Superbit image is just the slightest bit more detailed. It's a marginally sharper presentation, but it also seems to be a fraction darker. On my 65" monitor, the differences were slight but noticeable. The differences in sharpness and detail were most evident in long shots and in backgrounds. When I watch the movie in the future, I will probably choose the Superbit. But it's an extremely close call.

The disc's Dolby Digital 5.1 track is an all-new mix—this in spite of the fact that the Superbit presentation boasts two very fine mixes, both Dolby and DTS. This special edition jettisons the DTS track (don't worry, you won't miss it), presumably to make room for the commentary tracks and other items, and instead comes up with a terrific new Dolby track. Voices are clean and accurate, sound effects are vivid and full, and Howard Shore's score is rich and room-filling.

The best compliment I can pay this track is that it very accurately brings across the sense of the building's space. The subtle use of ambient noise throughout the room—along with aggressive use of the surrounds when necessary—is one of the greatest aspects of this new mix. Its surround activity is generally more enveloping and involving than that of the previous mixes. Each room or space seems to have its own aural characteristics, its own thrumming or whispering sense of menace. This is a wonderful audio presentation.

A direct comparison with the sound presentation of the existing Superbit edition reveals that the new version's Dolby Digital 5.1 track is similar in "punch" to the DTS 5.1 track of the Superbit presentation. However, the new Dolby Digital track offers slightly more enveloping surround sound, and in general offers a more solid aural experience: Bass is more firm, and the soundfield seems more open.

The lack of a DTS track, frankly, is meaningless. People get so worked up when a top-tier DVD lacks DTS. On forums like this one, you might see cries of, "No DTS?!? You gotta be kidding! I'll pass." In most cases, such remarks spring from disinformation. On most thoughtfully produced discs that contain both Dolby and DTS mixes, the differences are minor, even on high-end setups, and even to trained ears.

This is a very fine presentation of extras, thanks to DVD producer David Prior and his team. From the structure and look of the menus, to the comprehensive focus of the material, to the intelligent, non-fluff discussion on the part of Panic Room's cast and crew, this DVD should serve as a benchmark for enticing supplements. These are the kinds of extras that really draw you in and challenge you, and enrich your experience of the film. Many DVDs want to provide that "film school in a box" feel to their extras, but few succeed—this one does.

My only complaint about these extras, which are spread over three discs, is that the majority are presented in full frame or in non-anamorphic widescreen. Also, prepare yourself for many iterations of the Columbia logo (you know, the one that looks like Annette Bening)—the menus use it in a cheeky way, but in a way that you often can't skip past.

Let's go through the extras one by one, disc by disc.

Obviously, the first disc is devoted to the film itself, but it offers some excellent audio tracks as supplements.

The first of the three commentaries is a Cast Commentary, with contributions by Jodie Foster, Forest Whitaker, and Dwight Yoakum. Essentially, what this track amounts to is three actor/directors commenting about Fincher's direction. Foster is a huge Fincher fan, it turns out, talking at length about how he makes "technically perfect" films and how much she learned from him. The three participants are separately recorded but are apparently responding to unheard interview questions, because they're each addressing specific subjects. For example, a nice back-and-forth develops between Foster and Yoakum about his apparent accident-prone nature. Foster also brings up Nicole Kidman, talking about the differences between their approaches to the character, as well as Fincher's direction of them. She also talks about her pregnancy and her boobs.

The second commentary is the Director's Commentary by David Fincher. I like the way he begins his talk, maintaining that he's made a B movie because "B movies are the most memorable movies." He's made an entertainment, and he's unapologetic about it. He goes on to talk about audience expectation. It's a mostly technical talk, focusing on lenses and lighting and meticulous preparation, but he also manages a humanistic angle by lavishing sincere praise on his cast. He spends a lot of time discussing what each actor brings to his or her role, and he talks about the difference between Foster and Kidman. Interestingly, he almost cast Foster in Sean Penn's The Game role, rewriting the character as Michael Douglas' character's daughter. In talking about his filmmaking philosophies and strategies, Fincher also gets into the many crew replacements he made while making Panic Room—in particular, Darius Khondji, who "wasn't the best match of artist to material." Then, he says, "I'll make it up to him." He ends his discussion with some words about test screenings, which he finds very valuable.

The final commentary is a Writer's Commentary, which you might think will be a lone yak track from David Koepp but which also includes legendary screenwriter William Goldman, who acts as a sort of moderator. Goldman is a curmudgeonly sort, with his gruff attitude and smoker's voice, but he leads a fun—if all-over-the-place—discussion. He gets right to the point, too, leading Koepp into a discussion about the differences between Foster and Kidman in the role, as well as who else was considered for the part. Koepp would really have liked to see a "more prurient" Panic Room starring Kidman, running around in her underwear. Interestingly, both writers hate being on set. Koepp talks a bit about his current project, Secret Window. This one's probably the most entertaining of the three commentaries, but I loved the informative nature of the others, too.

Rounding out Disc 1 are Trailers for Panic Room, Lawrence of Arabia, Taxi Driver, Dr. Strangelove, and Close Encounters of the Third Kind. Owners of the original Superbit DVD of Panic Room can boast that only they own the teaser trailer for the film—the one with the Linda Hunt narration.

Discs 2 and 3 are devoted to featurettes and text-based extras covering preproduction, production, and post-production—essentially, the entire filmmaking process. Disc 2 focuses on Pre-Production and Production. The content of these pieces is almost universally compelling, with their fly-on-the-wall approach, but I was disappointed that they're presented in full frame and, in many cases, nonanamorphic widescreen. A particular highlight is an absence of narration; instead, the supplements use an informational subtitling, or captioning, feature to inform about onscreen images. Also, prepare yourself for lots of clicking, because you don't get a Play All feature with all these little featurettes.

Under the Pre-Production menu, you'll find two submenus: Prep and Previsualization. The Prep submenu contains three featurettes:

The Testing Phase (16 minutes) walks you through some of the early tests involving lighting and low-light film stock (featuring Conrad Hall), as well as special effects (featuring special effects coordinator Joe Viskocil). For example, you see some early propane-tank and Jared-Leto-on-fire tests.

Safe-Cracking School (13 minutes) is essentially a bunch of guys, including Fincher, crowded around a floor sage talking about how you might drill into it.

An Easter Egg (6 minutes) shows us a real panic room, and how it's constructed.

The Previsualization submenu contains four featurettes:

Creating the Previs (10 minutes) talks about this method of computer storyboarding, showing you in-depth how Fincher and his team used computer-generated imagery to block every scene. It's a testament to the level of intricate planning involved in a Fincher production. The majority of the presentation is a picture-in-picture comparison of the previs and the "revisualization"—that is, the redone previs after Fincher made adjustments.

Previs Demo (3 minutes) is a brief glimpse of an actual previs scene, available with or without commentary. An interesting aspect of this talk is the problems created by the height difference between Foster and Kidman.

Habitrail Film (1 minute) shows the digital blocking of the big, multi-floor chase scene near the beginning of the film. This blocking was essential for the timing of the chase.

Multi-Angle Featurette (38 minutes) lets you compare finished footage with previs and storyboard segments. For audio, you can choose among raw sound, commentary by storyboard artist Peter Ramsey, final mix, and commentary by PLF founder/animator Colin Green.

Under the Production menu, you get a fantastic documentary about the making of the film, as well as a couple other goodies, as follows:

Shooting Panic Room (52 minutes) is an outstanding documentary that touches on all aspects of the shoot itself. With a nice fly-on-the-wall feel, this piece covers everything from the replacement of cinematographer Darius Khondji with Conrad Hall to rehearsals to onset antics to the reshoot of the final scene (too bad they had to lose this one!). One highlight is a time-lapse look at the building of the $6 million set. As if we didn't know already, we learn how extremely meticulous Fincher is at his job. The documentary features interviews with the principal cast, and is particularly effective because of its long wordless sequences in which we just watch the cast and crew work. Better than any narrated, fluffy piece, this is the real thing, imparting a vivid you-are-there feel.

Makeup Effects (9 minutes) is a funny piece that interviews the two dudes in charge of the film's physical effects. Particularly hilarious is an anecdote about dismembered fingers, which Fincher refers to as "rubber Cheetos."

An Easter Egg (2 minutes) in this section offers up an anecdote about Foster breaking (or trying to break) a bathroom mirror with a sledgehammer.

The final disc of the set is devoted to the film's painstaking Post-Production process. The top menu contains links labeled Visual Effects, Sound Design, Sequence Breakdowns, Scoring, Digital Intermediate, and Super 35 Technical Explanation. Let's walk through 'em.

Visual Effects leads to an extensive array of featurettes—20, to be exact—starring visual effect supervisor Kevin Haug and visual effects coordinator Leslie McMinn:

Introduction (90 seconds) is exactly what you think it would be.

Main Titles (11 minutes) is a completely absorbing look at the creation of Panic Room's amazing but subtle opening credits. We get peeks at discarded ideas, as well as commentary over the entire sequence explaining how it was done. You'll be surprised by some of the revelations in this one.

Thru Bedroom Door (1 minute) is a look at a CG-manipulated camera move.

The Skylight (90 seconds) is, yeah, a look at a skylight shot.

The Big Shot (17 minutes) is the longest piece in this section, for the simple reason that the shot it discusses is the most intricate and difficult in the film. This is the long digitally manipulated "single shot" that glides through the entire house, setting the scene for the break-in. The shot took more than a year to complete. The most fascinating aspect of this featurette is its comparison of raw, bumpy, sketchy footage with the final digitally smoothed shot.

Through the Railing (2 minutes) is an eye-opening glimpse of a CG banister.

Giant Dust (2 minutes) shows how the team accomplished the close-up of dust particles.

Thru Wall and Floor (3 minutes) walks you through the creation of a subtle scene in which the camera pans down through a floor to see some sledgehammer action downstairs.

The Hose (6 minutes) talks about how to use CGI to squeeze into a propane hose.

Propane Gas (90 seconds) concerns the distortion of air when it's filled with gas.

The Explosion (4 minutes) is a funny piece that, okay, acknowledges that yes indeed, propane burns yellow and is heavier than air, but damn, doesn't it look cooler in blue, and hugging the ceiling?

The Flashlight (5 minutes) discusses a particularly amazing use of CGI. Branching off from this piece, also, is a 20-second piece about anamorphic lens flares.

Slow Motion (4 minutes) discusses the scene, shot in slow motion, of Foster running for the cell phone. There's a fascinating use of defocusing in the backgrounds of this scene's shots to emphasize foreground action.

X-Ray Floor (3 minutes) shows the making of a scene in which we wipe subtly from upstairs action to peek through a transparent floor at downstairs action. We also see a comical (and thankfully discarded) shot of Rauel visible through a door. Branching off from this piece, also, is a 30-second scene from Hitchcock's The Lodger that shows an early use of the see-through technique.

Safe Shavings/Digital Squibs (1 minute) provides a brief explanation of how CGI was used to create metal shavings and bullet hits.

CGI Gun and Cell Phone (2 minutes) shows how CG technology lets the "camera" get closer to objects than is possible in a real focal plane.

Arm on Fire (2 minutes) shows a lot of blue flame on Jared Leto's right arm.

An Easter Egg (2 minutes) at this point on the menu gives a very funny glimpse of CGI fire tests, showing Jared Leto's head on fire.

CGI Propane Tank (3 minutes) talks about the problems of practical movement of props.

Headwounds (2 minutes) is just as gruesome as you think it might be, focusing on the gore and brain matter inherent in gunshots to the head.

Fluttering Bonds and CGI Leaves (4 minutes) talks about the creation of CG whirlwinds of paper.

The Sound Design link leads you to a single featurette:

On Sound Design (15 minutes) is an extended conversation with sound designer Ron Klyce (interviewed by David Prior). It's an engaging if low-key discussion, in which Klyce plays us audio cues from his board and shows how they work isolated with film clips.

The Sequence Breakdowns link takes you to a feature of the same name:

Sequence Breakdowns is a completely engrossing supplement that lets you explore the creation of four key sequences—The Phone Jack, End of Junior, Hammer Time, and Burnham Surrounded—from several perspectives. First, you can read the script (and unfortunately, you can't skip through pages—you have to wait interminable seconds for pages to automatically turn). Second, you can view storyboards and video tests. Third, you can watch on-set footage of Fincher's direction and multiple takes. Fourth, you can watch the raw dailies. This feature really gets you into the nitty-gritty of the filmmaking process, and I found it fascinating. The best part is the behind-the-scenes material, called B-Roll.

The Scoring link takes you to another interactive supplement:

Scoring lets you view multi-angle scoring sessions for four key sequences in the film—Main Titles, Sealing the House, The Phone Call, and Altman. You can view a number of different angles of the orchestra producing the score, as well as Howard Shore at work at the podium. Also, you can choose to view this footage with a picture-in-picture view of the finished film. Great stuff, but why's the audio in stereo instead of surround?

The Digital Intermediate link takes you to an 11-minute Digital Intermediate featurette that walks you through the process of color timing. With input from post-production supervisor Peter Mavromates, cinematographer Conrad Hall, and digital color timer Stephen Nakamura, the piece provides a fascinating look at the color-correction process, similar to the demonstration provided on the special edition DVD of Seven.

The Super 35 Technical Explanation is a text-based series of explanations about film formats. We get user-friendly information about anamorphic lenses, matting, pan and scan, Super 35, and 3-perf vs. 4-perf stock.

And that wraps up the supplements on this surprisingly loaded special edition. It amounts to a lot of remote clicking, but the information is solid and almost universally compelling. There's very little overlap—a surprise, given the depth of coverage. My only complaint, again, is that the extras are provided without anamorphic enhancement.

If you don't think Panic Room is in the same league as Fincher's Seven or Fight Club, I urge you to give this special edition a shot. This is a case in which a DVD's supplements accentuate your appreciation and understanding of a film. Combining nearly flawless extras with way-above-average image and sound quality, this new Panic Room DVD will stand out as one of the best of the year.