Zach Clark‘s third feature film Vacation! is a throwback to the late ’80s/early ’90s era of indie filmmaking. Its most obvious antecedent being Johnathan Demme’s 1986 film Something Wild, particularly in the way both films start out as lighthearted romps and eventually turn into much darker and explosive territory.

However, where Demme’s brutal second half comes as a total shock to unprepared viewers, Clark teases from the outset that not everything is going to end up ok for his four female leads — a quartet of college dorm friends who have drifted apart over the years and gather for a weekend at a rented beach house in North Carolina. Actually, that set-up also vaguely recalls another ’80s film, the Troma cult classic Mother’s Day. Although Vacation! doesn’t descend anywhere near into that film’s unbridled depravity, it does enjoy its own peripheral sleaziness.

In Vacation!, Clark employs his two lead actresses from his previous film Modern Love Is Automatic, Melodie Sisk and Maggie Ross, but has them play completely different characters. Sisk is virtually unrecognizable. Whereas in Modern Love she exhibited a coolly detached, near non-sexuality that made her even more sexually irresistible, her Dee-Dee character in Vacation! is much needier and aggressive. But, Sisk’s neediness here is no match for Ross’ extreme desperation.

Vacation! is clearly trying to be a definite ensemble film, so Sisk and Ross are made to blend in with the rest of the group, which could be a tough adjustment for fans used to slavering over Sisk’s dominatrix scenes and Ross’ hilarious scene-stealing in Modern Love Is Automatic.

But, all four female characters in Vacation! are given intriguing storylines so the film doesn’t feel off-balanced if two of them, i.e. Sisk and Ross, were given an unequal weight. Sisk stars as Dee-Dee, a lesbian who lies to her new girlfriend about where she’s going and who she’s going with for the weekend. Ross stars as Sugar, who’s had a crush on Dee-Dee since college and secretly hopes that the weekend will finally bring the two of them together.

The other two women are Lydia Hyslop as Lorelai and Trieste Kelly Dunn as Donna. Lorelai is a bisexual who accepts Dee-Dee’s periodic sexual advances. Donna is the only truly straight girl in the group and, probably partially because of her sexuality, is the least developed character of the group and is the least compelling.

After a brief opening black-and-white sequence detailing the girls making plans for the weekend getaway, which is initiated by Sugar, and a newspaper crawl indicating the trip isn’t going to go so well, Vacation! quickly jumps to a brightly-colored, light-hearted romp. The girls horse around in the car during the drive down from Manhattan to North Carolina, then immediately start mixing margaritas once they arrive.

While relaxing by the pool and the beach and in the hot tub, the storylines with each woman develop bit by bit. Yes, the backstories and conflicts are a bit thin and not deeply involved, but they’re enough to keep interest going, particularly the quasi-love triangle between Dee-Dee, Sugar and Lorelai. The jealousies, recriminations, rejections and come-ons play out sporadically, threatening to turn the ebullient playfulness of the film into dour bitterness.

Plus, a male character is introduced a ways in (played by Michael Abbott Jr.) who tries to entice the girls to “party.” With each little downbeat incident, Clark keeps it mysterious how exactly all this is going to turn in a lost weekend. And the result is that the complete tonal shift comes in a somewhat unexpected direction.

That shift is a clean and decisive break and one best not revealed in a review. When the film eventually becomes a completely grim affair, it still doesn’t go into completely dark territory. The problem is that works partially as a detriment to the overall film, which feels like it wants to be pushed even further than it goes. Instead, the dramatic ending is still operating on the light-hearted level of the comedic opening, even though a balls-out downer of a climax would have been more satisfying.

Where Modern Love Is Automatic existed as a commentary on modern romantic ennui, Vacation! exists almost entirely on its surface, which doesn’t come as a complaint as it’s clear Clark had two different goals with the two films. Visually, Vacation! is just as striking as Modern Love is with real care and attention paid to the framing and color design of each shot that far exceeds most other indie features of this budget level. Both of Clark’s films were shot by Daryl Pittman. These days when jerky camera movements and random framing are all the rage, it’s very refreshing to see a film that’s so carefully composed as this one is.

On the story level, as the film is simply just a four-piece ensemble picture, tolerance for the leads will most likely vary per viewer. None of the women are particularly likable, which in my opinion makes them all the more interesting. Plus, they’re only identifiable in the way one will recognize his or her own negative behavior, giving the entire film an uncomfortable and squirm-inducing feeling, even when good times are being had on-screen.

Watch the Vacation! underground movie trailer: