After battling the spirit of the dead girl Samara, journalist Rachel (Watts) moves to a small Oregon town with her son David (Dorfman) to start over again. But Samara tracks them down, and has an even more fiendish plan than before. This time she branches out from the VCR to start taking over David. For help this time, Rachel turns to coworker Max (Baker), a shrink (Perkins) and an extremely creepy old woman (Spacek).

Nakata's interest in cultural traditions, vengeance, water and media are all in the mix here, and the film has a remarkably intriguing look. This isn't a slasher horror film at all; it gets deep into the characters' heads and tells a story that's scary from the inside out. Visually, Nakata frequently references Hitchcock, as inventive camera work, stylish editing and a lush score all add to the sense that this is a serious movie, not some silly fright fest.

Watts pours herself into this role as if Oscar voters might take it seriously; this is a terrific performance that unpeels both Rachel's paranoia and her authentic fears. And Dorfman is superb as her son, increasingly disturbing as Samara takes over--almost as if he's aging in fast-forward. These are haunting and haunted characters that really hold the film together and draw us into the odd-ball storyline.

Nakata even has some new surprises up his sleeve for Ringu aficionados. He gets rid of that tape early on, then adds to its imagery in an intriguing way, deepening the mystery and sending Rachel back to that sinister horse ranch. As it progresses, the film gets increasingly scary and begins to feel like a particularly hellish Twilight Zone episode--and I mean that in a good way. This is one of the more insidious thrillers in recent memory.