Dr. Jennifer Pailey and her sister Lisa return to the small town of Snowfield, Colorado, and find something is terribly wrong. The residents are either dead or missing. Some appear to have been poisoned while others have been butchered. Together with Sheriff Bryce Hammond and a pair of deputies, they search for answers, finding a message written on a mirror: “Timothy Flyte The Ancient Enemy”. Bryce calls in the military, who lock everything down in case of contagion. Flyte is a paleobiologist working as a tabloid journalist, summoned to Snowfield for unknown reasons. The survivors in town encounter supernatural terrors and the body count continues to grow. Once Flyte arrives on the scene, the real mystery begins.

Based on Dean R. Koontz’s 1983 novel of the same name, Phantoms is a psychological chiller focusing on an ancient evil responsible for wiping out societies around the world throughout history. This is not a spoiler, as Flyte explains in great detail before arriving in town. The core questions are what exactly is this enemy and what does it want with a scientist? Koontz wrote the screenplay as a faithful adaptation of the book before uncredited writers retooled the shooting script, taking significant liberties in the second half yielding less-than-satisfying results.

Director Joe Chappelle (Halloween VI: The Curse of Michael Myers) does a decent job with the material, building a great deal of suspense and a growing sense of dread. The picture ratchets up the chills for the first forty-five minutes as our heroes quickly realize they are in way over their heads. The best part of this film is the great unknown, the creeping dread, since the titular phantoms are unseen by the naked eye. It is only in the climactic showdown we see the giant CGI baddie, and it is less than compelling. Performances are generally strong, but some actors are terribly miscast.

The great Peter O’Toole (Lawrence of Arabia, My Favorite Year) stars as Dr. Timothy Flyte, the adult in the room who knows what the hell is going on. Surrounded by a group of twenty-somethings, O’Toole lends not only marquee value but also a sense of gravitas to the story. I would find it totally acceptable for the great actor to phone in a performance in a schlocky horror movie, but he gives this role the same effort as one of his A-list classics. Not his finest film (but not his worst), the esteemed actor delivers yet another compelling performance, dominating every second of his generous screen time.

The supporting cast is made up of attractive young people, most notably Ben Affleck (Reindeer Games, Justice League) as Sheriff Bryce Hammond. He’s a complicated man who is doing his best to keep everyone around him safe in the face of a truly bizarre situation. Rose McGowan (Scream) co-stars as Lisa Pailey, who, along with her sister Dr. Jennifer Pailey, played by Joanna Going (Runaway Jury), are woefully unprepared for what is happening and rely on each other as much as they do any of the cops. McGowan and Going are believable as sisters and play well off each other and Affleck. Liev Schreiber (The Omen, 2006) is positively unhinged as Deputy Stu, making him another dangerous factor to deal with, and his best scenes are during the quietly building suspense of the opening act. Clifton Powell (Deep Cover) and Nicky Katt (Planet Terror) round out the core cast as Gen. Leland Copperfield and Deputy Steve respectively. The entire cast is terrific, but Schreiber at times acts as if he is in a different movie.

Phantoms has genuinely unsettling moments courtesy of some great cinematography by Richard Clabaugh (The Prophecy). The film perfectly captures the uneasiness in isolation and builds great tension. Producer Bob Weinstein has a reputation for excessive tinkering, and this film falters with too many cooks trying to fix what isn’t broken. Fans of the book will appreciate large chunks of the material, and Peter O’Toole delivers everything one would expect. It really is the last act that sinks the picture, but there is enough good will up to that point that I can still give the movie a passing recommendation. Casual viewers will definitely want to catch this one streaming before committing to a purchase.