Let me be right up front about this: I don't really like horror films. Not because I don't think horror is a perfectly valid and deserving genre, either. No, my reason is much simpler than that: I hate being scared. It's true, I am quite possibly the world's biggest wuss when it comes to scary movies. Scary books, I can handle, but put it up on a big screen in the dark, and it freaks me out. When I saw Alien way back in 1979, I had nightmares for years. So it was with some trepidation that I approached the screening of The Descent, Neil Marshall's follow-up to his 2002 werewolf hit Dog Soldiers.

All I knew about The Descent going in was that it involved caves and cave-dwelling, flesh-eating creatures. Now, given that I am claustrophobic, and given that I also am opposed to cave-dwelling beasties dining on my flesh, this didn't seem a great combination for me. Nonetheless, I soldiered on. And, I have to say, I'm glad I did, because although The Descent scared the pants off me, I also enjoyed it immensely.

The film, which boasts all females in the lead roles, revolves around a group of friends who each year take an extreme sports adventure vacation together. A year ago, three of the friends, Sarah, Juno and Beth, went white-water rafting. Shortly after that adventure (and after a subtle "moment" between Sarah's husband, Paul, and Juno, her best friend), Sarah's husband and young daughter were killed in a tragic car accident. Now, a year later, Sarah has agreed, at Juno's urging, to join the group for another adventure, to help her move on with her life. Sarah and Beth duly show up at a remote cabin in the Appalachian mountains (didn't these girls see Deliverance, for Pete's sake?) for a blood-pumping weekend with the girls. Joining Sarah, Juno and Beth on the adventure are Rebecca, a professional climber, her younger sister Sam, a medical student, and Juno's friend Holly, a thrill-seeking wild child who abhors "touristy" caves with handrails and gift shops. You know, somehow, that there will be no cutesy gift shop awaiting the women at the end of their tour, though.

The next day the group heads to the cave entrance -- basically a hole in the ground with a 200 foot or so drop to the floor. Myself, I'd have backed out at that point and headed to the nearest luxury hotel with a jacuzzi suite, but our heroines shrug off their misgivings and rappel down to the cave floor. Even when Rebecca notes that "this doesn't seem like the guide book described it", they keep pushing forward, exploring the cave by worming their way through narrow tunnels of rock on their stomachs.

This is about where my claustrophobia kicked in. Marshall was adamant about keeping the lighting realistic, so if the only light one of the girls has is a lighter or the headlamp on her spelunking helmet, that's all the light we get. Once they started slithering through those coffin-like tunnels, with little light and no wiggle room, I started getting cold sweats and my chest tightened up. Marshall's camera keeps you right in those tight spaces, and it was almost overwhelming -- several times I had to close my eyes. When a rock slide trapped the women in the cave with no way out but through more narrow tunnels, I thought I might have to step out of the theater. After the rock slide, Rebecca confronts Juno, demanding to know where they really are -- the "flight plan" they filed with the park rangers said they were in a charted cave, and if they went missing, someone would come to rescue them. Unfortunately, Juno didn't lead the group into the cave listed on their flight plan. Now they're trapped in an uncharted cave that no one knows exists, with no hope of rangers coming to the rescue.

Honestly, Marshall could have left the storyline right there: six women trapped in a cave, and the deterioration of their personal relationships as they fall to fighting with each other over whose fault it is and how they're going to get the hell out of there, and that would have been enough tension for me. But that's not the movie Marshall set out to make; he's a horror guy, and a horror film needs something scarier than just being trapped. A good horror film gets your tension wound up just so -- and then ups the ante. And that's just what Marshall does. He ups the ante by tossing into the mix a band of mutant humanoid cave-dwellers (basically humans who have always lived underground and thus evolved for life two miles under the earth's surface). And, of course, these couldn't be nice, friendly, mutated cave-dwellers, with a highly evolved intellectual society, and underground schools and shopping malls.

No, these cave-dwellers are ugly and slimy ... and hungry. They have very sharp teeth. They like to dine on flesh, and they aren't too particular about having it cooked -- or where it comes from. It doesn't take long for the beasties to find the women, and the women to see the beasties, and chaos to ensue. I don't want to give too much away here; suffice it to say there is much hand-to-hand combat with scary-looking cave-mutants (Marshall calls them "crawlers" for the way they scale the cave walls effortlessly). The one thing the women have on their side is that the crawlers are blind. They hunt by echolating, like bats. That, and the women figure out there has to be a way out of the cave when they stumble into a cavern filled with thousands of animal bones. The crawlers hunt, obviously, on the surface, then, like suburbanites bringing home a bucket of fried chicken for the family, bring their kill down into the cave for feeding. Mmmmm, good.

Marshall does a lot of things very well with The Descent. The main characters are better-developed than one often finds in horror flicks. The script is tight and well-paced as well. Marshall says in the production notes that the script went through 10-15 rewrites over two years, and that attention to perfection shows in what we see on screen. There is back story here that brings these characters to life, a history between them that adds to the tension and keeps them from being caricatures. It would have been easy to take the route of sticking six women in a cave and watching them deteriorate into stereotypical backstabbing bitches, but that's not what happens here. The characters act and react to each other in ways that make us believe they know a lot more about each other than what we see on the surface.

The performances are all solid, but the standouts are Shauna Macdonald as Sarah and Natalie Mendoza as Juno. Mendoza adds layers to her performance, keeping a character that could have easily been pegged as the "bad guy" from being one-dimensional. Juno is self-serving and egocentric, and she's hiding some secrets, but she doesn't come across as an entirely bad person. As Sarah, Macdonald had the toughest job in terms of character arc. This is really Sarah's story. She starts out the journey on shaky ground, barely recovered from a mental breakdown after losing her husband and daughter, and when things go all freaky, she has to descend further into madness to find the strength to combat the beasties and escape with all her limbs intact. There is one fantastic scene (and I'm not telling you when exactly it is, you'll just have to see for yourself) where you see Sarah find the strength she needs; she literally transforms in this pivotal moment from a fragile woman barely clinging to the edges of sanity to a fierce warrior who will tear through anything in her path to make it to daylight. All the strength and courage at the core of Sarah shines through in that single moment, and you know she's ready to kick some beastie butt.

The other thing Marshall does well here is not giving the women an easy way out. There are no loopholes here: There is one way out, they don't know where it is, and all the paths to get there are either claustrophobic or infested with crawlers who want to eat them. There are no handsome park rangers coming in at the last minute to save the day; there is only this group of women with limited supplies, and they have to rely on their wits and strength to survive. I kept waiting for the inevitable moment when a team of bad-ass men would come save the day, but thankfully, that moment never came. Marshall's female characters are strong and tough and they face their fears, if not always courageously, then at least tenaciously, and that, in and of itself, makes The Descent a standout among films in any genre. Even if you, like me, don't typically like horror films, face your own fears and take in a screening of The Descent. And bring a friend -- you'll need a hand to hold in the dark.