-By Maitland McDonagh

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2012: A nervous but resolute Donna Thompson (Kether Donohue) speaks directly into the lens as she describes the ecological apocalypse that devastated bucolic Claridge, Maryland on July 4, 2009, and was subsequently covered up to protect the lucrative Chesapeake Bay tourist industry. But now that digital footage of the disaster has been leaked online, Donna—one of a handful of survivors and a one-time aspiring journalist—is stepping up to tell the whole story through that newly available footage.

2009: The younger Donna ("Why didn't anyone tell me my pants were too tight?" she moans in a rare moment of levity), an intern for a local news channel, clutches her microphone and tries to look grown-up as she tackles her first real assignment: shooting locals and tourists boating, swimming, eating crab-cakes, playing with their kids, talking about the upcoming fireworks display, enjoying some beers, girl-watching and generally kicking back and having some good, clean family fun. The mayor (Frank Deal) is making the rounds, a fresh-faced beauty queen is mingling in her sparkly gown, young couple Stephanie and Alex (Kristen Connolly and Will Rogers) are en route with their new baby to visit her mom, and a pair of oceanographers (Nansi Aluka and Christopher Denham) are trolling the bay and taking worried notes about dying fish and waste runoff from nearby industrial chicken-farming sheds. And then the screaming starts: People start coming up in horrible rashes, vomiting blood and dropping in their tracks. The tiny police department is quickly overwhelmed, the one ER awash in bleeding, disoriented patients and the outside world preoccupied and slow on the uptake: Little flesh-eating critters gone wild? Really?

With The Bay, director Barry Levinson and screenwriter Michael Wallace—a former State Department analyst—have more on their minds than giving teenagers an excuse to grab their dates in the dark. Like M. Night Shyamalan's The Happening, The Bay is a call to stop running roughshod over nature, because nature just might get pissed and decide to give puny humans a good kick in the nads. Unlike The Happening, it's pretty damned creepy, and not just because the marauding isopods—parasitic crustaceans with segmented bodies and way too many legs—are so gross. The Bay is short on formulaic shocks and long on the kind of that can wake you up at three a.m.…especially if you're tempted to do a little reading about isopods: Suffice it to say that they're way scarier than zombies and you're a lot more likely to cross paths with them.