How do you make a sequel to a cultural phenomenon? Thatís the daunting challenge of Book of Shadows. The only film that has generated as much hype as The Blair Witch Project in the past decade is The Phantom Menace. Interest in that film was predicated on the most successful movie franchise in movie history and 15 years of anticipation. Book of Shadows throws out most of what made the original annoying and revels in being a more mainstream well-crafted creep fest.

The Blair Witch Project combined marketing elements that created an end-of-the-century hoax as big and bawdy as Orson Wellesí broadcast of The War of the Worlds. The clever conceit of the original Blair Witch Project ó that the film was the assembled footage of documentary filmmakers who disappeared while making a film about a legendary witch ó was amplified by a highly realistic Sci-Fi Channel documentary style examination of the history of the Blair Witch and a web site that attracted a grass roots interest in the film like no internet site before or since.

Tremendous success breeds backlash, and Blair Witch brought it on, big time. Many people who saw the film during the first two weeks of the run believed the film was real. Many were very unhappy that they had been fooled, though many more were delighted to be fooled. Believers gave way to folks who knew that the film was a faux documentary, but they didnít think it was particularly scary. Plenty of people just couldnít handle the shaky cam. Book of Shadows has something for everyone on the loved it/hated it Blair Witch spectrum. The film is beautifully shot with deep rich colors, spooky locations (the X-files-esque convenience store is a hoot), a great soundtrack and no jiggling cameras.

The creative force behind Book of Shadows is director and co-writer Joe Berlinger. (Blair Witch co-writer/directors Eduardo Sanchez and Daniel Myrick will make the next Blair Witch, but did not want to make a sequel as their next project.) His idea, wonderfully realized, was to make a film that acknowledges that The Blair Witch Project wasnít real and that the nearly psychotic enthusiasm for the film is real. Its more about media horror than actual blood and guts. The ghost is in the machine.

Five characters with very different motives who connected with each other via e-mail and donít really know each other venture into the Black Hills to satisfy their various longings to have their own personal Blair Witch experience. Residents of Burkittsville, Maryland, the real home of the fictional witch, are still so irritated by the enormous influx of people looking for a thrill that Book of Shadows couldnít be shot there.

The Book of Shadows characters are much more likable and attractive than their predecessors. They do more than scream at each other. Two ofthem, a happy loving couple, are writing a book, Blair Witch: History or Hysteria; one is a Goth goddess who can ìseeî things; one is a Wiccan goddess trying to commune with the witch; and their ringleader is a guy who missed the release of the film because he was in the ìhospitalî ó a mental institution. As soon as he was let out, he started cashing in, selling Blair Witch twigs and dirt over the internet. As things get very weird, they canít help but turn on each other.

Book of Shadows is Berlingerís feature debut. He has made several acclaimed documentaries including Brotherís Keeper. Two films he made for HBO ó Paradise Lost: The Child Murders at Robin Hood Hills and a follow-up to that film, Revelations: Paradise Lost 2 ó are two of the scariest films Iíve ever seen. They chronicle the arrest, trial and conviction of a few teenagers for murders that the films strongly suggest they didnít commit. But the accused were disenfranchised teenagers who dressed in black and studied Wicca. Prosecutors cried devil worship, and the teenagers, completely used to being treated as if they are less than human, barely bother to defend themselves. Berlinger has taken the tone and attitude of these films and grafted it beautifully, but with a wry sense of humor, onto Book of Shadows.

ìThere are the naysayers and they come and say nay,î our goofily charming mental patient tour guide Jeff tells the camera before he and his buddies head off into the woods. Even if, and maybe especially if, The Blair Witch Project left you saying nay, Book of Shadows: Blair Witch 2 may make you a believer. Happy Halloween!