Phantoms (1998)

Phantoms is a 1998 Sci-fi Horror film directed by Joe Chappelle, starring Peter O'Toole, Rose McGowan and Ben Affleck.

It is based on a book by Dean Koontz.

Plot
Dr. Jennifer Pailey brings her sister Lisa to the town of Snowfield in Colorado. The town is a small ski resort village in the Rocky Mountains, where she works as a doctor. However, when they reach it, they find it deserted. They find a few corpses in some parts of Snowfield, and begun to suspect a serial killer on the loose.

After a while local policemen led by Sheriff Bryce Hammond, a former FBI agent haunted by the death of a boy he accidentally killed, finds them and investigate this mystery. In time they find one hundred fifty dead, and three hundred fifty missing. One of the victims has written on a bathroom mirror of the hotel they are investigating, "Timothy Flyte". Two of the policeman are killed by this mysterious entity:

Steve Shanning, a former FBI agent like Bryce, investigates a woman screaming outside the hotel, but disappears in a flash of light, leaving behind his gun, hat, and shoes, with the rest of him gone.

Stu Wargle, who had started to become paranoid, immoral, as well as being arrogant and self absorbed, gets his face ripped off by a moth like creature, after Bryce seems to kill it.

Hammond's FBI associates are then tasked to find Flyte who turns out to be a British academic who theorizes the town has fallen victim to the Ancient Enemy, an entity which periodically, according to his research, wipes out civilizations including that of the Mayans and the Roanoke Island colonists.

When the Army goes there to deal with this, they are systematically wiped out by the Ancient Enemy while also creating phantoms of his victims. Through observations they find out it is a creature, an Earth-based amoebic life form that mimics its absorbed victims while gaining their knowledge. Furthermore, it absorbs all of the thoughts of its victims, making it extremely intelligent, and, because of the previous civilizations' perception of it, it believes itself to be a god.

It had arranged all of the prior events so Flyte would come, have the confirmation of its existence and can assist the creature in revealing its existence to the world.

Flyte also learns that the creature's body is physiologically almost identical to crude oil, and could therefore be killed by bacteria bio-engineered to ingest fossil fuels. They deduce that, with the limited amount of the bacteria they have, they need to get the bacteria into the nucleus that is within the main body of the creature, and Flyte theorizes that a small part of the nucleus might survive on its own if they are not successful.

To do so, they form a plan to use the creature´s extreme arrogance and god complex against itself. To do so, Flyte acts as if he is turning against the group by revealing their entire plan to it. In anger (and believing itself indestructible due to being a god), it reabsorbs all the Phantoms and then emerges from the sewers to assume a Mother Mass form.

Hammond and the Pailey sisters then fire the bacteria into the creature and harm it. In the ensuing fight, they manage to kill it with the bacteria. The Pailey sisters fight off a Phantom version of Wargle, killing it with a gun containing the bacteria. Hammond confronts the Ancient Enemy after it takes the form of the boy he killed, and manages to kill it with the bacteria. After this Flyte thinks it achieved it's victory and decides to inform the world about what happened and fulfill his wish to the creature. He releases a book titled "The Ancient Enemy", based on his experiences. The world, however, is skeptical about it, until a policeman, Stu Wargle, killed by the creature, now assimilated, asks a couple of bar patrons if they want to see something, as predicted by Flyte.

Cast

 * Peter O'Toole as Dr. Timothy Flyte
 * Rose McGowan as Lisa Pailey
 * Joanna Going as Jennifer Pailey, M.D.
 * Liev Schreiber as Deputy Stuart 'Stu' Wargle
 * Ben Affleck as Sheriff Bryce Hammond
 * Nicky Katt as Deputy Steve Shanning
 * Clifton Powell as Gen. Leland Copperfield
 * Rick Otto as Scientist Lockland
 * Valerie Chow as Scientist Yamaguchi
 * Adam Nelson as Scientist Burke
 * John Hammil as Scientist Talbot
 * John Scott Clough as Scientist Shane

Production
The movie was filmed between 28 October 1996 and 17 December 1996. The stage work of the film was made in Denver, Colorado, while the movie that was filmed on location was made in Georgetown, Colorado. It should also be added that the Hotel de Paris Museum there was used to depict the bakery and hotel where several scenes were set.