Written and directed by Spanish filmmakers Sergio G. Sanchez and Juan Antonio Bayona, this elegant, psychologically rich ghost story compares favorably with the best of the genre, including THE HAUNTING (1963) and, especially, THE INNOCENTS (1961). Though Laura (Belen Rueda) grew up in the Good Shepherd Orphanage, her childhood memories are happy ones. So happy, in fact, that as an adult — now married to Carlos (Fernando Cayo), a doctor, with whom she adopted 7-year-old Simon (Roger Princep) — she suggests that they should buy the now-abandoned Good Shepherd Orphanage and turn it into a home for special-needs children. After all, their Simon — an imaginative, sensitive, HIV-positive boy — has thrived under their care. But just before the first group of children is due to arrive, Laura feels a chill. Simon has always had a pair of imaginary friends named Watson and Pepe, but she's unnerved by the new friend, Tomas, he met in a cave by the beach — especially after seeing a line of small footsteps in the wet sand. Simon draws odd pictures that remind Laura of something she can't quite put her finger on, and claims that Tomas led him to the drawer where papers pertaining to his illness — something his parents were waiting for the right time to discuss — were hidden. And what of the elderly Benigna (Montserrat Carulla), who turned up at their door in the middle of a blinding storm claiming to be a social worker checking on Simon, then vanished into the night? And then, at a party welcoming the first new residents, Laura has a terrifying encounter with a child in a crude, frightening mask and Simon vanishes without a trace. Six months later the police have found nothing, and a psychic (Geraldine Chaplin) confirms Laura's worst fears: Simon's disappearance is supernatural, and somehow linked to the history of the Good Shepherd Orphanage, and by extension, to Laura's own past. Executive-produced by Mexican filmmaker Guillermo Del Toro, whose PAN'S LABYRINTH (2006) ranks with the greatest filmic explorations of the dark and twisted byways of a child's imagination, this elegant psychological thriller never makes a false step. The filmmakers know the tropes of spooky movies: Glowering shadows, squeaking playground equipment, eerie storms and half-glimpsed forms, but the film rests on Rueda's subtle, intense performance, rooted in every half-articulated anxiety that ever gnawed at a parent's brain.