Loosely adapted from history's ultimate romcom, Shakespeare's Midsummer's Night Dream, Wormtooth Nation is actually a sci-fi feature that mixes elements of anime, comic books, and speculative dystopian fiction (think Orwell's 1984). It's an insanely ambitious piece of work, directed by Geoff Boothby, who wrote and produced it with his cinematographer, Cullen Thomas.

The filmmakers all but invented their own language to tell this story - one long continuous arc stretched over nine episodes - about an armed rebellion in an underground city. It's full of double-crosses, amnesiacs, and loads of back-story. It could have been a head-scratching disaster, but the movie unfolds beautifully. So beautifully, in fact, that this viewer was inspired to wipe his computer screen clean, so as to better take in the details of Thomas' striking high-contrast cinematography.

And, indeed, what you notice first about Wormtooth Nation are the visual components: rusty pipes, smudged faces, half the world shrouded in darkness. The characters often emerge from narrow catacombs, and are sometimes framed against bricked walls sprayed with graffiti. The film's claustrophobic sense of being buried beneath the surface gives way in Episode 5 to a spectacular scene in which we view, for the first time, the night sky. Boothby and Thomas have created a completely realized and self-contained alternate universe, all on a budget of less than $4,000. It's an inspiring feat of low-budget filmmaking.

The filmmakers have devised a clever way to bring us into their story. The hero, Sam (Matt Ticciati), is a wide-eyed innocent who's had his memory wiped clean. As he learns about the city and its inhabitants, so do we.

The film is set in a totalitarian society ruled by Baron O'Brien (Benjamin W. Estey) and his Lady Tania (Elizabeth Hughes). Those who step out of line get "nixed", or have their memories erased like Sam. The baron's rule is threatened by an uprising sparked by a mysterious figure known as the graffiti artist, whose scrawled messages may point to a way out of the city.

My two favorite characters are Robin (Ted Walker), the baron's right-hand man, and Serias (Steve Pappin), the arms dealer who plays both sides off each other. Robin is a diminutive fellow in a bowler hat who speaks in riddles and has the ability to take on a small army of tough guys in hand-to-hand combat. His motives remain something of a mystery, while Serias is transparently amoral. His political awakening is fleshed out in the series' brilliant sixth episode, which is like watching the early years of Tony Stark without the redemptive transformation into Iron Man. Instead of blowing up his own weapons, Serias would rather keep his war profits, thank you.

Fans of Shakespeare's play will have fun seeing the way Boothby and Thomas riff on their source material. O'Brien and Tania are, of course, substitutes for Oberon and Titania, King and Queen of Fairies. The "wormy gas" that causes people to lose their memories is a spin on the aphrodisiac called "pansy" in the play. Other comparisons abound, notably the doomed love affair Tania has with a handsome blue-collar worker named Bottom (David J. Murphy, who also composed the score), and the ludicrous musical act Bottom forms with his friends.

Thomas' visuals are complemented by Murphy's often show-stopping score, which, like the production design, sometimes has a 1930s feel. It's as if the filmmakers studied Fosse's Cabaret to see what the end of the world would look like. Performances are strong across the board; Ticciati especially has an irresistible emotional pull, drawing us in with those large, inquisitive eyes. The entire cast exhibits the professional aura of an NYC repertory company, though the film was shot in Fairfield, Iowa.

Wormtooth Nation has been reedited into a feature that I haven't watched yet, but it's hard to see how it would be an improvement over this cut. The fade-outs and musical cues that end each episode are nothing short of exquisite. Here's an independent film with big ideas, made great by Boothby and company's attention to the smallest of details.