Pic's virtues all stem from taking its genre imperatives absolutely seriously rather than condescending to them or playing cute. Even venerable O'Toole resists what must have been an obvious temptation to wink at his role, and delivers a solid, enjoyable turn.

Well-crafted in most aspects, Phantoms is finally more ambitious than satisfying. It also could have used more humor. But it can't be accused of insulting the intelligence of its audiences.

Until it coughs up a ridiculously convoluted explanation of why an isolated town in Colorado suddenly goes deader than a weekday matinee of "The Postman," Phantoms delivers the shivers.

Phantoms is fear-less.

Hot Damn! A full-on gory (relatively) unpretensious horror movie!... Far better than it has any right to be.