A spooky child, creepy rural setting, and eccentric characters are the key props in this atmospheric thriller, where strong acting and quiet scenes are more terrifying than on-screen mayhem.

Dr. David Callaway (Robert De Niro, in a solid but uninspired performance) is a quietly grieving widower who takes his daughter Emily (Dakota Fanning) away from the city to live in a small town in the woods of upstate New York to help her escape the memories of his wife’s suicide. Emily discovered her mother’s dead and bloody body in the bathtub and has withdrawn into near-total silence in response to the trauma.

Once they move into the town of Woodland (population 2,206), they meet the local police officer, the jumpy real estate agent, and a married couple who live next door, trying to cope with the recent loss of their daughter, who was Emily’s age. David seeks out the company of vivacious Elizabeth (Elisabeth Shue), baby-sitter to her niece, Amy, also Emily’s age. And he reaches out to child psychiatrist Katherine (Famke Jannson), who is the understanding adult trying to help Emily and coach David through the grieving process.

With the stage set, Emily introduces a new character into their lives when she starts talking about all the fun games she is playing with “Charlie,” her imaginary friend. The disfigured dolls, scrawled threats, and dead cat that follow alarm David enough to leave his study, where he spends most of the day listening to music on his headphones and writing up Emily’s behavior. The strange drawings Emily has been hanging up in her room hint that Charlie might be positioning himself to be Emily’s only friend, and the mysterious death that follows finally drives father and daughter to action.

To say anything more would make Charlie very, very angry.

Most of the movie comprises a slow but steady-paced thriller with the camera drinking in little Emily’s eerie stare and propensity for standing in the doorway whenever something spooky is happening.

The last twenty minutes of the movie will satisfy audiences looking for a cathartic terror and a good twist. For some jaded audiences, however, the ending might seem self-conscious, forced, and dragged-out, especially when Charlie’s secret is revealed.

Dakota Fanning does a lovely job in this movie, out-gothing even Wednesday Addams (The Addams Family) and out-acting the grown-ups with breathtaking grace and dignity. She genuinely seems to break, well, just like a little girl when during the big showdown. At the end, you wish you could give this talented young actress a break and take her to something like The Incredibles so she could laugh and be a normal kid for once.

Parents should know that it is a very scary movie with intense peril and upsetting deaths. For those who have dealt with loss, the killer, “Charlie” will be especially disturbing since he wins Emily as a friend when she most needs someone to help her. Issues of trust and the suffering of main characters, including a child, are themes in this movie. Relationships are strained by inability of characters to handle trauma. There is social drinking, infidelity, and implied psychological spousal abuse.

Families who see this movie should talk about why Emily did not feel like she could talk about her emotions directly and what other characters might have done to let Emily know she was not alone. What does the last picture that we see on-screen mean about Emily and about the future?

Families who enjoy watching scary movies together might want to see taut psychological thrillers like Identity, The Shining, The Sixth Sense, or The Ring. Each feature child protagonists that hold the key to a mystery that the adults cannot see or solve. And they will enjoy the very chilling story about a child whose father refuses to believe in his imaginary friend, Thus I Refute Beezly by John Collier.