In college, a loner film student named Stephen (Jason Rathbone of TWILIGHT, though he gives a much better performance here) is approached by another student, Quaid, to work on a film project together, which will involve people talking about their innermost fears. At first this works out, since Stephen needed a thesis project and Quaid is very enthusiastic. Stephen even hooks up with his editor friend Cheryl. But Quaid is very unstable and suffers from horrible nightmares. These stem from him having witnessed the vivid axe murder of his parents when he was six years old. He thinks that by somehow listening to other people's fears he'll be able to quell his own and make his nightmares go away. But the only way he's able to do this is to make some of these people physically face their fears, even if that means torturing and maiming them. This guy is truly a psychotic ass.
The first hour of the movie effectively develops the characters, especially Stephen and his friend Abby. Abby has a huge dark birth mark on her face and is very self-conscious about it. Stephen is afraid of dying, ever since his brother died in a drunk driving accident. And Stephen's new girlfriend is afraid of blood and meat. So when Quaid flips out and makes these people revisit these fears, it's all the more terrible, way worse than in any torture I've seen in a SAW movie. If you're in the mood for an intense, mean spirited horror movie then this is it. And believe me, the ending will piss you off, which it's supposed to.