If you ever end up on some lonely stretch of highway, far from home, and see the soft lights of a roadside motel, a word of warning. If the city limit sign reads Welcome to Shady Brook, best drive on by. But of course, gamers rarely listen. So go ahead, stretch your legs, grab a cup of coffee and stroll around a bit. But watch your back and keep your engine running. In Shady Brook, people who linger too long never find their way home.

Feeling a bit wary? That's the way the developer likes it. Chris Brendel and his independent company, Unimatrix, entered the game arena last year with Lifestream, an original story told with a subtle Twilight Zone flair. Their newest game, Shady Brook, is its more sinister successor. Goodbye, Rod Serling, and hello-o-o, Crypt-keeper. First stop: that small town on the side of a lonely highway.

Jake Tobin is a struggling writer, looking for a quiet place where he can live with his aged father and complete his novel. But he's a guy with a problem. Where can they go? Money is tight and other than he and his dad, there is no other family. As luck would have it, he finds an advertisement. There is a home for sale at an affordable price and better yet, it is located in an idyllic small town. Nestled in the mountains, just off a rural route, it has all the hallmarks of a perfect place to live. Sight unseen, Jake moves fast to buy the house, packs up their few personal possessions and takes off with his dad to their new home.

They aren't in Shady Brook more than a minute before Jake gets the edgy feeling this may not have been the best decision of his life. First, the house is cheap for a reason and it isn't termites. The former owner mysteriously vanished, not long after his daughters were discovered brutally killed. And what is going on with the master bedroom? Why is it locked and where is the key? A stroll around the town does little to reassure. There's a sinister aura about the place, the friendly townfolk's smiles don't run very deep, and the motel never seems to have any guests. The innkeeper keeps a lonely vigil at the main window most nights and his young wife has a nervous way as she clutches her baby, tending to the town store. The remaining locals are more than a little peculiar and how does everyone already know his name? He has more questions than answers, but it's late, so they'll have to wait. At the door, he glances back and is startled by what he sees. High on a nearby hill, on the front porch of a dilapidated house, sits a lone, motionless figure staring grimly at the homes and people below. Jake registers a slight chill, but first thing he has to do is get the master bedroom door open, as he really needs some sleep.

The next day, the sun is up and things look better. After all, doesn't every town have at least one odd local? And besides, where else can he and his dad go? But in the days that follow, Jake learns the town has a definite dark underbelly and everyone has something to hide. Nothing is what it seems and the truth is worse than he could have imagined. Whether he survives this move is a question of wits, caution, and perhaps fate.

The characters that populate the town set an eerie tone for this game, including the local minister. Forget the traditional image of the neighborly preacher; this guy is closer to Rasputin. From his monk's robe and wild-eyed glare to his glowing, globe-topped staff, you really don't want to attend his Sunday services. Then there is Curly, the local tough with a sleazy girlfriend, overworked muscles, and an unchecked attitude. "Oh, don't mind him," drawls the ominous woman who runs the town diner, "He's just an excitable boy." Yes, Shady Brook is home to the largest collection of sinister oddballs this side of Tales From the Crypt. The analogy is close to home in other ways, as the story and characters are dark and adult. Eavesdrop and you might hear Curly and his girl deep into a lot more than romantic chitchat. The barber is a tough guy and has quite a selection of magazines, the kind you might keep stuffed under a mattress. This is also a horror story, and it has its fair share of mature plot twists and visceral images. There is an option to tone down this aspect of the game, but the more adult references suit the plot, and nothing is that offensive since the grainy graphics obscure much detail. Just be warned, the game has some mild adult overtones and instances of gore.

The various cast of characters, each with a unique history and vivid personality, is nicely designed. Modeled in 3D by Michael Clark, a fellow independent developer who made Harvest, the graphical quality of the people adds much to the overall gameplay. Although they have slightly disproportionate bodies and a stilted walk, their faces are well animated and dynamic, with detailed expressions and lip-synching. Since the game features a very personal story, focusing on the relationship of the characters to the town and each other, the extra care taken to create highly expressive characters pays off by drawing you in deeper.

Adding to this positive mix is the dialogue format and quality. Shady Brook features player-driven dialogues, with multiple topics available. Although this is hardly new, it has been largely abandoned by more recent games in favor of autopilot exchanges. The more traditional interactive mode has been missed and is a welcome design choice here. What makes it more than mere interaction is the strength of the dialogues themselves. The conversations have a natural flow, always in keeping with the plot and personality of the speaker. There is no substitute for good writing and this game showcases that skill. And it would be a shame if such lines were spoiled by poor voice acting. Fortunately, the actors behind the scenes are fairly strong. John Bell, the ever-familiar voice actor for many a game these days, makes an appearance in several roles. Although his voice is recognizable, which may bother those with a more discerning ear, he provides professional flair to give each character a distinct sound.

The soundtrack adds a definite flourish to the package. The intro cinematic has an original recording, reminiscent of Pulp Fiction or twisted rock-a-billy. The rest of the game has periodic musical moments that perfectly suit the corresponding cinematic or animation and occur naturally on cue, fading away when player control returns. This avoids the looping soundtrack that can become tiresome. The sound effects that track movements and events are more uneven, as the doors sound too much like grating rocks, but overall they're done well enough to add flavor to the place.