Somewhat lost amidst the current crop of films, "Apt Pupil" is a strong sophomore attempt by Bryan Singer to build upon his last work, the deviously clever "The Usual Suspects". Essentially a two-character study, the film starts somewhat shakily but soon gains momentum before reaching its excellent denouement.

Based on a novella from Stephen King's charmed collection (which also spawned "The Shawshank Redemption" and "Stand by Me"), "Apt Pupil" begins with all-American high schooler, Todd Bowden (Brad Renfro), becoming obsessed with a school project about the Nazi Holocaust. Convinced that an elderly neighbor, Dussander (Ian McKellen), is actually a Nazi war criminal hiding out in surburbia USA, Todd confronts the old man and threatens to expose him unless he feeds the curiosity of his young mind with stories of torture, annihilation and the evil of mankind. At first reluctant but trapped by the teenager's guile, Dussander begins to relate his many tales of atrocities, growing increasingly invigorated as Todd's own psyche becomes shredded and unstable with the details he once craved but now fears. As cat and mouse continuously switch positions, Todd begins to learn more about himself and what evil he is capable of, culminating in the ultimate test he faces by film's end.

Skillfully written by Brandon Boyce and tightly edited and scored by John Ottman, Bryan Singer's follow up to his hugely successful debut is actually an improvement in terms of style and substance. Whereas "The Usual Suspects" was fascinating but cold and unpleasantly impersonal, "Apt Pupil" deals with human emotions and questions of human nature in vast and complex ways. The inherently fascinating story makes use of an improbable premise, but once that hurdle is traversed, the film's treatment of its major issues - evil, knowledge, American mind-sets, the Holocaust, human nature - is startlingly precise. Although Singer primarily treats the material as a horror-thriller, the moments of dramatic tension he puts onscreen are what make his film worth watching.

Sir Ian McKellen has been enjoying a healthy film career ever since "Richard III", and he adds yet another impressive character to his resume. His performance dares to elicit sympathy for the horrendous old man, but never shies away from revealing the truly repulsive being hiding behind benign senility. Matching him blow for blow is Brad Renfro, who turns in a mature, nuanced performance as the corruptible ingenue. The pair largely make the film, which also features Elias Koteas in a showy turn, and Bruce Davison in a small supporting role. The casting of David Schwimmer and Joshua Jackson, however, pose minor problems since these television actors bring with them distinct and familiar personalities, and their performances are not strong enough to convince the audience that they are playing different characters from their TV personas.

"Apt Pupil" may not be the big hit that many hope it would be. Already mired in legal problems due to a shower scene using minors and adults allegedly without proper consent, the film is a hard-sell because of its unpleasant nature and its insistence on delving into that part of the human psyche that most people would prefer to pretend did not exist. In many ways, the film reminded me of "Kalifornia" - the level of mounting tension and dread elicited by Singer make "Apt Pupil" a breathless chiller like that other film. This time, however, the scares are anchored by a powerfully told dramatic story, capably performed by two actors who are not afraid to show us the darker side of the human mind.