Based on the novella of the same name by Stephen King, "Apt Pupil" follows the relationship between Todd Bowden (Brad Renfro "The Client," "Sleepers," "Ghost World"), a sixteen year old honors student, and Kurt Dussander, a Nazi war criminal in hiding played with quiet menace by Ian McKellan.

     Bowden takes the interest sparked by lectures in history class and employs it in an obssessive search for further information about the Holocaust.  His search leads him to connect old pictures of a Nazi war criminal to a broken down old man in his suburban vicinity.

     If I see messages in movies as clearly as I think I do, which is not really all that well in reality, then the film tries to use Dussanders presence in the neighborhood for thirty or so years undetected as a mirror to our own unwillingness to question the nature of our friends and neighbors.  People walk by us without us giving them a single second of thought.  So, maybe, as the advertising campaign for the film "American Beauty" prompted us, we should "look closer."

     Bowden confronts Dussander with his findings and blackmails the senior to tell him all the evil practices he engaged in during his stint as one of the scientists in Nazi concentration camps during World War II.  In exchange for the stories, Bowden will keep the large file of evidence that he has compiled from finding its way into the hands of people that would see Dussander shipped over to Israel to pay for his crimes against humanity.  Dussander complies, telling the boy the grisly details of his exploits every day after school.

     Soon, Bowden is losing sleep over the horrors swirling around in his head.  To make matters worse, Dussander soon takes a mental plunge back into the evil that he had placed on the back burners.  The prodding of the boy send him further into scary places for the viewer.

     To say the least, the film is disturbing.  But every film that deals with such matters should be disturbing because the actual events were disturbing.  It's hard to believe that humans felt such deep seeded hatred for their fellow man, but it happened.  It's disturbing.

     But there's other dark elements at work in the story.  The obssession that Renfro displays is unnerving and affecting.  The fact that anyone would desire to know every detail about the destruction of a people is scary, creepy, and the same feelings some of our neighbors feel.

     "Apt Pupil's" pschological games between Renfro and McKellan ended up shaking me to the bone.  The two actors turn in expert performances for director Bryan Singer.

      Renfro managed to surprise me with his subtle changes in appearance and especially demeanor through the course of the film.  It's his best role and best work to date.

     McKellan, best known for his work in the Lord of the Rings films, is great as always, but he's also genuinely very frightening.  Fear is not an emotion one would not normally expect to derive from the gray-haired thespian, but there's real chills as he slowly unravels the inner demons that the character had kept wound up for so long.

     Singer is a very underrated director who has directed the classic "The Usual Suspects" along with the two entertaining X-Men films.  His sense of style and ability to get grade-A work out of little known character actors are used in all his films, including "Pupil."  But what's more evident and admirable is his attention to detail in the framing of the film's shots.  There are some haunting visuals in the movie to go along with the disturbing subject matter.

     The themes of the film are hard to take in, but facinating as well.  To quote another under apprecated film, 8MM, "If you dance with the devil, the devil don't change. The devil changes you."