October 26, 2001 | F. Murray Abraham goes way over the top with a performance that could be labeled "Honey Glazed" and sold by the pound. Not to be outdone, Matthew Lillard whines, rants and bounces off the walls at every opportunity, while Embeth Davidtz exudes as much take-charge attitude as Sigourney Weaver in an Alien sequel. And yet, even these dynamic actors are very nearly chewed up by the scenery in Thir13en Ghosts, a state-of-the-art haunted-house horror show.

Most of the action is set inside a humongous glass-and-steel mansion, making it all the easier for director Steve Beck to recycle an old-dark-house melodrama - specifically, a 1960 B-movie produced by schlockmeister William Castle - as a modern-bright-edifice shock-a-thon. Production designer Sean Hargreaves deserves above-the-title billing, and maybe even an Oscar nomination, for his Bauhaus-meets-da Vinci handiwork. At once ancient and futuristic in overall ambiance, the house is a titanic, mostly transparent puzzle-box, furnished with art nouveau antiquities and powered by immense, clockwork-style cogs and gears. But wait, there's more: The ballroom-size foyer is dominated by a series of concentric circles that realign themselves at frequent intervals, forming a kind of zodiac table from hell.

And speaking of hell: Deep in the basement, there are 12 damned souls - OK, if you want to get picky about it, they're ghosts - trapped behind glass walls etched with Latin "containment spells." Hargreaves has a lot of fun with this stuff, too, while the f/x wizards work overtime to enhance the horribleness of the fearsome wraiths.

The house belongs to Cyrus Kriticos (Abraham), an autocratic supernaturalist who employs his very own army of ghostbusters to keep his basement amply stocked. Screenwriters Neal Marshall Stevens and Richard D'Ovidio wait until fairly late in the game to reveal the method behind Kriticos' seeming madness. But they waste little time in bringing their rollercoaster of a movie up to speed.

In the opening scenes, Kriticos and his crew stalk a murderous bogeyman through a fog-shrouded auto junkyard. Rafkin (Lillard), a neurotic psychic who serves as an ectoplasm-attuned bloodhound, tries to point Kriticos in the right direction. Bad things happen, followed by some worse things, and pretty soon Ben Moss (JR Bourne), Kriticos' attorney, is looking for his client's next of kin.

Arthur Kriticos (Tony Shalhoub) is greatly surprised when he learns he has inherited the palatial home of his seldom-seen Uncle Cyrus. But he's in no position to look a gift horse, or a glass house, in the mouth: After losing his beloved wife in a blaze that left him broke and homeless, Arthur has been sharing a cramped apartment with his two children - a teen-age hottie (Shannon Elizabeth of the American Pie comedies) and a precocious grade-schooler (Alec Roberts) - and a sassy housekeeper (rapper Rah Digga).

When Arthur and his brood arrive at Uncle Cyrus' secluded mansion, they find Rafkin already on the scene, impatient to deliver bad news: The house is haunted, the spirits are restless - and there's room for one more poltergeist in the basement. Meanwhile, while nobody else is looking, Moss sneaks downstairs, in search of hidden money. He pushes the wrong lever, and all hell breaks loose.

The original, more prosaically titled 13 Ghosts was a tongue-in-cheeky trifle, all about a none-too-bright straight-arrow - think Ward Cleaver, only totally clueless - who moves into a haunted house with his marginally brighter wife and children. In razor-sharp contrast, the exuberantly spooky remake is played relatively straight.

True, there are some welcome dollops of jet-black humor here and there. (Shortly after someone is sliced in two by an unpleasant spirit, the character's unexplained absence is duly noted: "Hey, did he split, or what?") And it's hard to shake the suspicion that Beck is trafficking in self-parody during some conspicuously repetitive stretches. (There's a limit to the number of times you can rattle an audience by having characters shriek yet another variation of "Omigosh, look at that!" or "Eeeek! Run for your life!")

By and large, though, Thir13een Ghosts is a nightmare come true for fans of seriously scary movies. As such, it may cause bad dreams (or worse headaches) for more genteel souls - i.e., anyone with a low tolerance for bloody mayhem, grotesque make-up effects and brutally sustained intensity. Beck, a former visual effects art director (The Abyss, Indiana Jones and the Last Crusade), is almost too eager to dazzle us with his debut effort as a feature filmmaker. Some of his flashier touches - most notably, an early scene that condenses huge chunks of exposition into a single 360-degree camera movement -are undeniably impressive, but other scenes border on the shamelessly show-offy. Still, Beck maintains a satisfyingly high level of heebie-jeebies throughout Thir13een Ghosts. That does a lot to keep things exciting after the screenwriters run out of fresh ideas and resort to a regrettably predictable "surprise twist" to propel the final third of the movie.

Shalhoub is the only member of the cast who doesn't try to act at the top of his lungs, and his understated sincerity allows him to serve as an invaluable counterbalance to his more flamboyant co-stars. But don't misunderstand: In this context, flamboyance isn't such a bad thing. Lillard is a hoot, indicating that whoever hired him to play Shaggy in the upcoming live-action Scooby-Doo movie has a sharp eye for typecasting. Abraham effectively overplays with the same wild-eyed relish that fellow Oscar-winner Geoffrey Rush brought to his own star turn in 1999's House on Haunted Hill, another updated remake of a William Castle-produced cult-fave. Davidtz periodically pops up as Kalina, a self-described "spirit reclamation" expert. She speaks with unimpeachable authority, and an admirably straight face, when she explains that Uncle Cyrus built his fantabulous mansion according to blueprints found in The Arcanum, an ancient how-to guide for supernaturalists. The house, she says, basically is "a machine designed by the devil and powered by the dead." Damned right.