[1] Maddin directed the film from a script co-written with George Toles, shooting over nine days and editing over three months,[2] on an estimated budget of $40,000.

Guy, twelve years old in his memory, attends a secret meeting of orphans run by Savage Tom, a believer in pagan rituals.

In the woods one day Guy meets a young girl, Wendy Hale, a famous teen detective investigating why orphans adopted from the island all have holes bored in the backs of their heads.

Guy helps Wendy/Chance investigate and they discover that Father is using a sharp signet ring to drill into the skulls and draw nectar from their brains of the orphans (and his own children).

She becomes twenty years younger, and hopes to eventually return to infancy, but the effects are daily reversed by the age-ifying efforts of keeping Sis and the other children in line and properly repressed.

Present-day Guy finishes painting the lighthouse, and encounters the ghost of Wendy, who tells him that Sis took over his Mother's place, to become just as tyrannical.

Guy resists but life is less dramatic than before, until Father is murdered by sailors who were formerly orphans he victimized (they stuff him in a trash can and set him on fire).

premiered at the 2006 Toronto International Film Festival, where it was accompanied by a live orchestra, singer, an interlocutor (in the style of Japanese benshi), and Foley artists, Andy Malcolm, Goro Koyama and Caoimhe Doyle.

The film was toured across North America in a similar fashion, with a host of celebrity narrators including Crispin Glover and John Ashbery.

was released on DVD in 2008 by The Criterion Collection and features narration tracks by Rossellini, Glover, Ashbery, Laurie Anderson, Louis Negin, Eli Wallach, and Maddin himself.

The website's consensus reads: "A bizarre, compelling spectacle that invests its absurd plot with heartfelt sincerety (sic), Brand Upon the Brain!