Arthur (Tony Shalhoub) and his two children, teenager Kathy (Shannon Elizabeth) and younger Bobby (Alec Roberts), are down on their luck. Several months ago, Arthur's wife perished in a fire that burned their nice house down, leaving them with no money and a crummy, new abode. Their bleak fate seems to change when the family, including live-in maid Maggie (Rah Digga), are visited by a lawyer (JR Bourne) that tells them Arthur's wealthy, distant Uncle Cyrus (F. Murray Abraham) has died. If Arthur wishes to accept, Uncle Cyrus has left him a guarantee of lifelong financial security and the key to his house, an awe-inspiring masterpiece of architecture that is made completely out of unbreakable, soundproof glass, making it resemble a carnival "House of Mirrors" maze.

Once inside the house, the family, along with Uncle Cyrus' worried former partner, Rafkin (Matthew Lillard), become hopelessly trapped within its walls. It seems that Uncle Cyrus' house isn't really a house at all, but a meticulously constructed machine powered by the dead--namely thirteen angry ghosts that are nearer to them than they think. Each time the walls move and the machine reconstructs itself, another ghost is released from its glass-encased cage. Suffice to say, its walls are quickly growing too small to hold everyone.

After a rotten prologue that suggests what a horribly ill-fated movie the viewer is about to endure, "Thirteen Ghosts," by first-time director Steve Beck, wastes little time setting things up and gently finds its groove. The middle 45 minutes are easily the picture's best--for half the running time, "Thirteen Ghosts" is an exciting, admittedly cheesy, horror flick that most closely resembles a scary funhouse attraction. The action is almost relentless in its willing delight to pump up the heart rates of the audience members, and for a cursory time period, it succeeds.

Unfortunately, the opening and closing sections are so weakly planned and unevenly carried out that they inadvertently make the successful parts seem like a fluke. The melodramatic finale is especially disappointing, and the attempted poignancy of the closing scenes fail miserably. When one goes to a horror movie around Halloween, they want to be on the edge of their seats throughout, not witness something violent and gory transform into live-action Disney movie corn.

The performances are about on par for this sort of genre feature, which is to say that they are generally poor, but acceptable. Worse is Matthew Lillard (2001's "Summer Catch"), hamming it up and doing it unconvincingly as Rafkin, a worker of Cyrus' who has feelings of guilt about going along with his diabolical plans for so long. Faring best of all, coincidentally, is the debuting cast member, singer Rah Digga, as sassy housekeeper Maggie. Digga is clearly a natural-born actress, and she brightens up every moment she is on screen with a laugh or an honest emotion. Everyone else is just fair, with Tony Shalhoub (2001's "Spy Kids") making a bland hero; Shannon Elizabeth (2001's "Jay and Silent Bob Strike Back") doing what she can with a slim part; Embeth Davidtz (2001's "Bridget Jones's Diary"), as a ghost expert, playing below her abilities with a one-dimensional character; and Alec Roberts (2000's "Traffic") proving to be a purely unctuous child performer I hope never makes another movie.

The star of "Thirteen Ghosts," more so than the human actors or even the creepy-looking ghost characters, is the glass-shrouded house/machine itself. Sean Hargreaves' mesmerizing production design is so exact and atmospherically rich in every one of its details that, despite being in just a slasher movie, fully deserves to win an Academy Award. Director Beck also has fun with the specially-made glasses the characters wear that gives them the ability to see the ghosts; without them, they have no idea how close the ghouls are or what dire trouble they are in.

"Thirteen Ghosts" has enough solid moments to be a diverting entertainment, but not enough to feel like time well spent once it's over. With the ending credits comes a response of dissatisfaction and emptiness. Surely more could have been done with this original premise, and aside from a pair of bloody, surprisingly innovative moments of grisliness, the death scenes can be counted on less than a full hand of fingers. "Thirteen Ghosts" tries hard to involve the viewer from beginning to end. Ultimately, it isn't hard enough to overcome the film's several fatal flaws.