Dakota Fanning and Robert De Niro slug it out for top acting honors in this creepy psychodrama. After his wife is found dead in the bathtub, Manhattan psychologist David Callaway (De Niro) decides to take his traumatized child, Emily (Fanning), to live in a big, gloomy country house upstate. The shadow of the twisty backyard woods--or something darker--soon creeps over the house and Emily finds a weird friend named Charlie, who her father believes is only imaginary. Charlie likes to play games, and is also very jealous of anyone who tries to come between Emily and her dad, like an attractive local divorcee (Elizabeth Shue) and Emily's New York psychiatrist (Famke Jannsen).

Director John Polson takes his time letting the little details of the story accrue in the patently somber tradition of directors like M. Night Shyamalan. John Ottman's score is spooky, the photography is drenched in warm colors, and the mood is relentlessly strange and unsettling. De Niro is fine as a wheezing, aging doctor who can't seem to fathom the extent to which his domestic situation has moved past his control. Of course there's a shocking twist or two, plenty of jolts, red herrings, and sinister woodland explorations (including a dark and foreboding cave), but the spookiest ingredient in this potboiler is the brilliant Fanning. With her jet black hair, pale skin, and wide blue eyes, she enters the realm of instant horror iconhood as the alternately frightened and frightening Emily. Other cast members include Dylan Baker as the local sheriff, and Amy Irving, excellent in her few scenes as Emily's mother.