Piggybacking upon the sporadically effective "The Awakening" and the supremely dim-witted "The Apparition," "The Possession" marks the release of the third supernatural horror film in as many weeks. Though not without its own missteps—the tight, intoxicating storytelling of the first half unravels substantially by the weak climax—it might very well still remain the best of the trio. When Danish director Ole Bornedal (making his first American feature since 1998's smartly skin-crawling "Nightwatch") gets it right, his know-how of the genre, of the importance of building atmosphere and character over easy, predictable jump scares, recalls a lush, adult-minded style all but missing since the 1970s.

Inspired by a 2004 Los Angeles Times article by Leslie Gornstein that traced the ominous, haunted occurrences connected to an antique box bought on eBay, screenwriters Juliet Snowden and Stiles White (2009's "Knowing") have opted to craft their own fictional tale out of an allegedly real one—all the better to still be able to keep the by-now standard opening disclaimer that their movie is "based upon true events." The story proper gets underway with the introduction of Clyde (Jeffrey Dean Morgan) and Stephanie Brenek (Kyra Sedgwick), a recently divorced couple living in Upstate New York who have tried to remain as civil as possible with each other for the betterment of their daughters, animal-loving 10-year-old Emily (Natasha Calis) and fussy teenager Hannah (Madison Davenport). During one of his children's weekend visits, a stop at a yard sale leads to the purchase of a seemingly normal wooden box inscripted with Hebrew passages on the outside. Emily is drawn ever closer to it, but as she does, her personality alters, her school behavior suffers, and inexplicable things begin to occur. Clyde is quick to notice something is terribly wrong, while Stephanie, who has begun dating orthodontist Brett (Grant Show), chalks it up to difficulties adjusting to their broken family. Pretty soon she, too, will realize that Emily's body is being taken over by none other than a dislocated Judaic spirit known as a dybbuk.

"The Possession" grows mighty convoluted by the third act, taking far too long for Stephanie to sense that something is amiss with Emily even as she has practically turned into a gnarling, pasty-faced zombie. There also is the hasty send-off of one character who is never to be heard from again, as well as the introduction of a rabbi's son, Tzadok (Hasidic hip-hop/reggae artist Matisyahu), who agrees to perform the Jewish form of an exorcism on the overtaken child. The anticlimactic finale, which plays like a poor man's version of 1973's "The Exorcist," leaves plenty to be desired, just as it did in the far messier, similarly-themed 2009 misfire "The Unborn." Also a missed opportunity: exploring the religious beliefs of the Brenek family. Are they Jewish? Are they not? Do they believe anything at all? The film chooses not to divulge such information, side-stepping over what could have been a thematically loaded plot thread.

Taking all of this into account, the film still works, due in no small part to Ole Bornedal's skillful direction and the top-tier work of its cast. The opening forty-five minutes are a sound study in the expert blending of otherworldly elements with human drama. Deliberately paced yet all the more absorbing because the time has been taken to set up the members of the Brenek family before all hell breaks loose, Bornedal blesses the mundane with rising tension and the out-of-the-ordinary with unsettling gall (as seen during a moth infestation, or another scene where a choking Emily shines a light down her throat and discovers fingers poking out of her esophagus). Weighted down by the spare, portentous piano keys of composer Anton Sanko's chilling score and the overcast suburban malaise of cinematographer Dan Lausten's (2006's "Silent Hill") lensing, "The Possession" looks and sounds terrific.

As concerned father Clyde, Jeffrey Dean Morgan (2012's "Peace, Love & Misunderstanding") has never shown such unfiltered vulnerability in his varied roles before as he does here, while Kyra Sedgwick (2012's "Man on a Ledge") overcomes some forced character writing to embody a woman who still loves her ex-husband, but knows she can no longer be with him. The young actresses playing daughters Emily and Hannah, Natasha Calis and Madison Davenport (2008's "Kit Kittredge: An American Girl"), are also exceptional. Calis, especially, goes though more shades of personality and emotion than Meryl Streep on a good day. As a whole, the four performers make for a believable unit, in crisis yet still holding on.

"The Possession" isn't scary in a run-out-of-the-theater-screaming manner, but works on a deeper, more fundamental level that trusts in the fear of the unknown. The dybbuk is wisely never fully glimpsed, the viewer's imagination more than enough to create the demon in his or her mind, while Emily's transformation eats away at the girl from the inside out. Though the film isn't particularly hard-hitting about the legacy of the real box and, by the end, has jumped the rails completely, there is a tension and an eloquence to director Ole Bornedal's delivery that suggests he was at one time on his way toward making a modern-day classic. For whatever reason—studio-mandated cuts, a forced PG-13 rating, etc.—now there are only signs of what might have been. They're enough to make "The Possession" both worthwhile and slightly disappointing.