There's only so much good actors and a skillful director can do with bad writing, and the cast and crew of "Phantoms" are saddled with as terrible a script as you can imagine.

But it's not like they don't try to make the best of it. Director Joe Chappelle does a nice job of creating a creepy atmosphere, and the ensemble cast (which includes Peter O'Toole and indie actors Ben Affleck, Rose McGowan and Liev Schreiber) is quite good - despite being given lame, cliched dialogue.No, the blame rests squarely with horror novelist Dean Koontz, who adapted his 1983 novel for the film. Koontz, who's had major complaints with other movie and TV versions of his books, spends most of his script building up situations for scares that never come, and he rushes through a rather hasty and unsatisfying conclusion.

And though he may be a popular novelist, Koontz shows little ability to write cohesive and coherent scenes, leaving out explanations that might make the premise a little more believable.

Speaking of the premise, it's an odd cross between "The Andromeda Strain," "The Blob" and John Carpenter's gory remake of "The Thing," as two sisters, Lisa and Jenny (respectively, McGowan and Joanna Going, from "Inventing the Abbots") stumble into a deserted - or to be more accurate, dead - Colorado town.

On the run from some menacing, shadowy figures, the sisters are relieved to find Sheriff Bryce Hammond (Affleck) and his two de-pu-ties, Steve Shanning (Nicky Katt) and weirdo Stu Wargle (Schreiber), who are investigating the mysterious deaths of the town's residents - including some gruesome decapitations, which eliminates any possibility of an outbreak.

They also find a mysterious message left on a hotel mirror for Timothy Flyte (O'Toole), a professor with an expertise in ancient epidemics, and eventually manage to send an S.O.S. to the nearby army base.

After both deputies are dispatched, the cavalry finally arrives - as does Flyte, now a disgraced tabloid writer. He tells our heroes they are facing the "ancient enemy," a long-dormant evil force that helped wipe out Virginia's Roanoke Colony and the Aztecs. He also gives them some hope of destroying the seemingly omnipotent life form, which is getting stronger and more intelligent with each victim it consumes.

As mentioned, Chappelle's direction is surprisingly effective, given the dumb setups and huge lapses in logic. And O'Toole, Going and McGowan should be commended for keeping such straight faces while delivering some laughably dumb lines. (Affleck is good as well, though he's awfully miscast playing a disgraced-FBI-agent-turned-small-town-sheriff.)

But there's only so much any of them can do when the screenplay is such a groaner. And unfortunately, Koontz is already working on some other script treatments for some of his other works.

"Phantoms" is rated R for violent gunfights and horrific attacks, some sickeningly gory makeup effects and goo, and prevalent use of R-rated profanities.