The third major American remake of a Japanese horror title, the aptly-titled "Dark Water," while sharing some narrative and technical similarities with 2002's "The Ring" and 2004's "The Grudge," sets itself apart by emphasizing psychological horror over baser, more obvious thrills. In a way, the cumulative impact on the viewer is more effective even with a subtler hand, building slowly, minute by minute, scene by scene, an uncompromising shroud of quaking dread. Indeed, the masterfully atmospheric, genuinely chilling "Dark Water" is so concentrated on excellent character work and thematic complexity over cheap jump scares and dumbed-down excess that, yes, favorable comparisons to classics of the genre such as 1968's "Rosemary's Baby," 1973's "Don't Look Now" and 1991's "The Silence of the Lambs" are fully warranted.

Filmed on location on Roosevelt Island, a deteriorating, practically forgotten town connected to Manhattan via tram, the novel, unfamiliar setting of "Dark Water," complete with requisite downpours, ominous skies, and intimidating, looming, dilapidating buildings, adds the perfect aesthetic sheen to support the characters' feelings of being adrift in a new lifestyle and foreign surroundings. Going through a divorce and dealing with a nasty custody battle has left newly single mother Dahlia (Jennifer Connelly) stressed out and ruminative of her own unhappy childhood. Without the funds to afford anywhere else, Dahlia and bright young daughter Ceci (Ariel Gade) decide to move into a ramshackle apartment complex on the aforementioned Roosevelt Island, partially out of desperation and partially in Dahlia's desire to make a positive fresh start of their lives. The longer they live there, however, the more obvious it becomes that something is not right. A nasty dark leak from the ceiling refuses to go away. Footsteps are heard in the apartment above despite no one living there. Ceci begins talking of a new friend named Natasha, presumed imaginary, who is affecting her behavior in class. And all the while, the question arises whether Dahlia is or isn't merely self-destructing altogether, haunted by an abusive, neglectful past and a fear of failure at parenting and life in general.

Scrupulously directed by Walter Salles (2004's "The Motorcycle Diaries") and maturely written by Rafael Yglesias (2001's "From Hell"), "Dark Water" is just about as classy and smart as psychological thrillers—and supernatural chillers—get in the land of Hollywood. Of course, it doesn't hurt to be faithfully based on a Japanese feature film from Hideo Nakata (writer of the original "Ringu" and directing casualty of 2005's dim-witted American sequel, "The Ring Two"), be blessed with an A-list cast of brilliant character performers headed by Jennifer Connelly (2003's "House of Sand and Fog"), and be helmed by an up-and-coming Brazilian filmmaker making his auspicious English-language debut.

No question, Salles' gift is in portraying the stark, ever-vivid drama of people going through real-life dilemmas and dealing with them in as authentic a fashion as possible. By taking the time to depict the lives and conflicts of Dahlia and daughter Ceci in a three-dimensional way before the supernatural elements come into play, the film's unblinking reality is given an extra jolt of apprehension by meshing so seamlessly with the eventual otherworldly happenings. Instead of firing out one rapidly edited scare scene and phony make-up effect after the next, Salles works his audience with the graceful skill of a cinematic maestro, deliberately building the kind of moody, unshakable details of both internal and external horror that stick with and fester in the mind of the viewer for much longer than something along the lines of a cat suddenly springing out of a closet or an axe-wielding maniac stalking scantily clad bimbos (for the record, 2005's "House of Wax" had this latter cliche and still managed to be an above-average slasher pic).

"Dark Water" works under your skin within the first frames and stays there for the duration thanks to an exemplary collaboration of first-rate acting, methodically strong pacing, sumptuously distinct cinematography by Affonso Beato (2003's "The Fighting Temptations"), elegant music from composer Angelo Badalamenti (2001's "Mulholland Drive"), an assertive handling of mise en scene, and a narrative that makes concise sense within the framework of its plotting and characters. As the picture moves assuredly into its second and third acts, there is an intentionally progressive schizophrenic feel to the editing and scene placements that further add psychological depth to the unraveling of Dahlia's world. For those unfamiliar with the Japanese original, the climactic developments, abrupt in the way life and death really is and poetic in its thematic resonance, are nearly impossible to predict.

Jennifer Connelly is mesmerizing in what could well be the best performance of her career, no small words for a smart actress who has been great many times before, all the way back to her days in 1986's "Labyrinth." Watching her blossom on screen though the years into a formidable adult talent to be reckoned with has been a treat and here, made to carry a film almost entirely on her own back, she does not disappoint in the least. As Dahlia, Connelly has created a multilayered character woven with pain, heart-wrenching vulnerability, desperation, warmth, and underlying strength, and she does it without a single false moment. It is one of the standout leading performances of the year. Also stronger than the average child actor, Ariel Gade (2004's "Envy") is ideally cast and unaffected as daughter Ceci. The memorable supporting work from John C. Reilly (2004's "The Aviator"), as wheeler-dealer real estate agent Mr. Murray; Tim Roth (2004's "Silver City"), as Dahlia's lawyer Jeff Platzer; Dougray Scott (2000's "Mission: Impossible II"), as Dahlia's non-stereotypical ex-husband Kyle; Pete Postlethwaite (2001's "The Shipping News"), as the apartment's not always forthcoming super; and Camryn Manheim (2004's "Twisted"), as Ceci's concerned school teacher, couldn't be better.

If the packed theater of loudmouthed teenagers I saw "Dark Water" in on its opening Friday night is any indication, the film may be lost upon an audience expecting a low-rent ghost movie with lots of "boo!" moments, flash cuts, and requiring a minimum of thought and introspection. "Dark Water," a more durable, classically constructed adult horror-drama that rarely gets made in today's studio system, couldn't be further from this. Excelling in its intellectual study of the disintegration of a family—a loving mother and daughter simultaneously torn apart by the pitfalls in their natural life and coming undone by the dark secrets living with them in their apartment building—"Dark Water" proves that the horrors of the human condition are just as frightening, if not more so, than all things that go drip in the night.