In many ways "Dark Water" improves upon the memorable Japanese film it's based on. The earlier version was directed by Hideo Nakata (whose excellent shocker "Ringu" was remade in America as "The Ring"), but in the hands of director Walter Salles ("The Motorcycle Diaries") and screenwriter Rafael Yglesias, this psychological horror story gets an intelligent and more chillingly effective overhaul. The story is rooted in themes of love and loss that Yglesias similarly explored in his excellent screenplay for Peter Weir's "Fearless", here focusing on young mother Dahlia (Jennifer Connelly) as she endures difficult divorce proceedings and settles into a low-rent apartment in New York's cramped Roosevelt Island community, near Manhattan, with her young daughter Cecilia (Ariel Gade). Amidst seemingly endless rainfall, Dahlia's world slowly unravels, and Connelly is superb as a woman seemingly on the verge of a nervous breakdown. Or is she? Could it be that Cecilia's imaginary friend, and the apartment's persistent leaks of dark, dripping water, are the ghostly manifestations of a young girl who had been abandoned by the previous tenant? Creepy atmosphere and high anxiety are expertly maintained by Salles, and supporting roles for Tim Roth, John C. Reilly and especially Pete Postlethwaite give the film an added edge of mystery. The tension builds slowly (gore-mongers and action fans may be disappointed), but the cumulative effect is palpably unnerving, inviting favorable comparison to "Rosemary's Baby". Unlike some other remakes of Japanese horror hits, "Dark Water" doesn't feel redundant; it stands on its own thanks to the impressive work of everyone involved. "--Jeff Shannon"