If anyone wants to know where the dark, creepy fairy tales of old went, here's a hint: Guillermo del Toro is doing a pretty good job with the fairy tales for adults.

"Pan's Labyrinth" ("El Laberinto del Fauno") is a sequel of sorts to "The Devil's Backbone," a magical realism film about the Spanish Civil War. But this movie takes us deeper into a world that is half real, half ominous fairy tale, with a unique and imaginative story and some really excellent acting -- in short, a triumph.

Time and place: 1944, Spain. Ofelia (Ivana Baquero) and her very pregnant mother travel to meet her new stepfather, the brutal and murderous Captain Vidal (Sergi López). Ofelia loathes her new stepfather, but is transfixed by the eerie forests around them -- and one night she is visited by a fairy, and encounters a giant faun who tells her that she is Princess Moanna of the netherworld, and must return there.

To do so, he tells her that she must do three things, and gives her a strange book. Ofelia menages first task, but is frightened out of her wits by the second task, which involves a hideous monster with eyes in its hands. Even worse, her mother's pregnancy is getting more dangerous. As the guerillas and the fascists clash, Ofelia faces being trapped outside the netherworld forever...

Fairy tales have become cleaned-up and cutesy over time, so that children can read them without nightmares. But del Toro knows that the best fairy tales are the eerie, bizarre ones for adults, that are connected somehow to the real world. That is what makes "Pan's Labyrinth" so brilliantly dark and heartfelt.

Del Toro obviously crafted this with care, directing it in a dreamlike style and brilliant visuals. The eerie atmosphere of Ofelia's wanderings -- the delicate yet menacing faun, the chalk doors, the monuments, and the pasty nightmare with eyes in its palms -- is both a contrast and a parallel with the everyday world, which Ofelia hopes to escape.

At first, it seems like the post-Civil War and fairy tale stories don't mesh, until you see that the "real world" story is Ofelia's motivation to escape from all the fear, pain and sorrow. But Del Toro's biggest triumph is an ending that is beautifully bittersweet, and which turns out to hinge on Ofelia's newborn brother.

But del Toro's biggest triumph is in the instant connection we feel to Ofelia, with her love of the fantastical and her desire to go somewhere "safe." Baquero is absolutely wonderful in this, as a girl who isn't entirely of this world -- in her heart, she belongs somewhere beyond. And López is the ideal villain -- you spend the whole movie wanting to see him gruesomely killed.

Half "Mirrormask" and half gritty war story, "Pan's Labyrinth" is one of the best fantasy stories in years -- dark, passionate and beautifully made. Definitely a great movie.