But when THE strained separation disintegrates into a bitter custody battle, her situation takes a turn for THE worse. Her new apartment - moldy, cramped, AND dark - seems TO take on a life of its own. Mysterious noises, persistent leaks of dark water, AND strange happenings send her on a puzzling pursuit TO find out who is behind THE terrifying mind games.

SheKnows: THE little girl who plays your daughter, Ariel Gade, was really great IN the film. How did THE two of you interact TO prepare for such grueling, emotional scenes?

Jennifer Connolly: "We rehearsed scenes on set which was also really useful because it was interesting seeing how she'd BE very prepared on her own side, but then I would do a scene AND she would just kind of stop IN rehearsal AND not expect that I would BE crying or whatever I'd BE doing. So it was good, a lot of rehearsal time."

SK: Were you very familiar with THE horror medium before getting started?

JC: "No. I watched lots of scary films because I really had NO vocabulary IN the genre TO speak of, so I thought I should acquire one. So I went back AND watched two or three a night for a little while there. Some of my favorites were Rosemary's Baby, Don't Look Now, THE Shining."

SK: How does THE US version of Dark Water differ from THE Japanese one?

JC: "I think we've made it more...there is more character development. We really anchored THE film IN reality with these character developments. He's got an amazing cast with John C. Reilly, Pete Postlethwaite AND Tim Roth. These are characters you don't see (much of) IN the original film.

"Just TO see John C. Reilly play THE real estate agent, AND Tim Roth play THE fast talking lawyer so it's different IN that way, they're just great those guys. But THE story is still intact I think its still moving, it's still frightening, AND it's still not a gory film. It's still a film that builds tension as it goes along."

SK: How did you bring Dahlia TO life? She's not THE most likable character...

JC: "I thought about: who is this woman? I asked myself tons of questions. What was that upbringing like? IN what way was THE father abusive? What mother's voice that's now internalized AND become part of her, what does it say TO her? What does it sound like? What did she see IN her husband? How did it break up? What did that mean, that breakup? I just sort of tried TO make choices. I went through THE gamut AND tried TO make it as specific as possible. What color is her toothbrush?"

SK: What it was like working IN that moldy, dark set? I mean, would somebody really move into that apartment? It already looks haunted!

JC: "She didn't see that when she came in. When she first moved IN she was distracted. I mean, who wouldn't BE distracted by John C. Reilly? If he was your real-estate broker bringing her through THE apartment AND rushing her, going, 'Oh, oh, look at this. Look at THE country kitchen AND look at this million dollar view.' So I don't think that she saw that AND then she got swept up IN the whole thing with Ceci.

"I'm really sensitive TO that issue IN scary films where you go, 'No way. She wouldn't do that. She wouldn't go up those stairs.' AND I think that Walter handled that really well actually. I think that he set THE stakes. I mean, it's always a matter of opinion, but for me THE stakes were really clear AND I think that she was so desperate TO keep her daughter AND was so turned around by THE sort of hostility of this, I mean it's a vicious thing TO be involved IN a custody battle, AND I think that she's so turned around by that."

"I mean, why would she expect that a little leak IN the ceiling even if she had seen it, I don't think she did see it, but even if she had why would she think that there was then some massive problem going on IN this problem or that that's what was going TO come out of it? Her daughter showed enthusiasm. Her daughter said, 'I really want TO live here. This is great mom.' Her daughter was positive AND she knows that IN two days she's got TO show up IN front of her husband AND if she doesn't have a suitable place for her TO live that her daughter might BE gone TO Jersey City. I mean, TO me that's reason enough TO say, 'My daughter's happy? I'll take it.'"