**SPOILERS** Kicked of of the faculty of the prestigious Oxford University because of his off-the-wall theories Prof. Timothy Flyte, Peter O'Toole, now writes for the supermarket tabloid Wide World News. You could imagine the surprise he had when one evening he was visited by these two FBI agents Hawtthorne & Wilson, Bo Hopkins & Robert Knepper.

It seems that Flyte was on to something in his writings of mysterious disappearances all throughout history since the beginning of life on earth. The disappearance of entire civilizations like the Mayans in 610 AD the English colony of Roanoke in the new world in 1590 and even more recently the 3,000 Chinese soldiers who vanished without a trace outside the city on Nanking in December 1939. This thing that was responsible, according to Flyte, for these strange phenomena has struck again and this time in the small town of Snowfield Colorado.

Sisters Jennifer & Lisa Pailey, Janna Going & Rose McGowan, traveling to Snowfield, where Jennifer runs a medical clinic, from L.A. they find the town eerily deserted. When the two sisters check into Jennifers home they find her maid Helda dead. Looking from house to house and store to store in Snowfield they find that everyone in town had either died of some mysterious disease or were hacked to death. It wasn't until the local sheriff Bryce Hammond, Ben Afflect, and his two deputies Stu Wargel & Steve Shanning, Live Schriber & Nicky Katt, came on the scene that they all realized that something out of, or under, this world happened to the people of Snowfield. The only clue that they had was a message scrawled in lipstick on a locked bathroom mirror stating "The Ancient Enemy, Thimothy Flyte".

Even though the story is a bit hard to follow the film "Phantoms" does have it shocks and thrills with the human race battling this ancient enemy that has resurfaced again to claim it's share of victims like it did over and over on earth since time immemorial. Living off life on earth these "phantoms" are not only able to wipe out whole towns cities or even civilizations they can even mimic their victims and absorb their minds and memories as well as their flesh and blood. Which makes them almost invincible even in the face of modern scientific and military technology.

The ending of the movie "Phantoms" was even more far fetched with Prof. Flyte coming up with this chemical component that has to do with cleaning up oil spills that does in the "Ancient Enemy" of all Mankind once and for all, or does it?

The movie has a very young and teenage-looking Ben Afflect playing not only the town's sheriff Bryce Hammond but also being a Harvard graduate as well as a former FBI agent who quit because he killed a little boy by accident and never wanted to touch a gun again. You wonder why Bryce would later get a job as a sheriff where he's obligated to not only carry but very possibly use handguns if he's so spooked by them?

Ben Affleck is a sheriff who comes to the aid of two young ladies (one played by the smoking hot Rose McGowan) who are alone in an abandoned Colorado town. He, along with another cop (Liev Schreiber) and an occult professor (Peter O'Toole), must take on the Ancient Enemy, a creature of evil incarnate from before the dawn of man.

Starting in the Kevin Smith film "Mallrats" and escalating to Smith's "Jay and Silent Bob Strike Back", there has been the cult joke that "Affleck was the bomb in Phantoms". But the sad truth is that "Phantoms" might just be Affleck's best role up to that time... (though he has done some fine work since, particularly "Extract").

"Phantoms" is something of a transitional piece. On one hand, the film clearly gets some of its imagery from other films, most noticeably John Carpenter's "The Thing" (the creepy alien-like dog). But, also, "Phantoms" has lent its imagery to those who have come after it. There is evidence to support the theory that "Silent Hill" took some of its abandoned town scenes from Phantoms. The exact connection, if any, is unknown to me. I also see similar themes in "X-Files: Fight the Future", with the petroleum-based alien. And the influence this had on "Mothman Prophesies" is undeniable.

But in short, "Phantoms" is an interesting story with above average special effects for the time and enough gore to sustain the average horror of science fiction fan. The story might be a little lacking, but when you keep in mind it's a Dean Koontz story, it's not a big shock.

Fans of "The Thing" might like this, and any Affleck or McGowan fans should definitely check this one out. I own it, and I have no regrets for my purchase. If it hasn't become one already, someday this will be a cult film. My only concern? The DVD is a bit too bare bones.