Out of all the things that were wrong with 2007's prequel/remake combo "Halloween," perhaps the root of writer-director Rob Zombie's failing was his attempt to shoehorn his naturally gritty, rough-and-tumble sensibilities into the more mild, middle-class, Middle-America surroundings of John Carpenter's classic 1978 original. In every sense, the two halves simply did not cohesively fit, and Zombie's instances of recalling and paying respects to the tonally and aesthetically very different source material through plot and dialogue came off as dishonest to the world he really wanted to create. Coming from the filmmaker behind 2003's phantasmagoric "House of 1000 Corpses" and 2005's honorably disparate, reality-based continuation "The Devil's Rejects," "Halloween" did nothing except suffocate Zombie's usual rebellious instincts and call negative attention to a profane milieu that stuck out like a sore thumb within Carpenter's already-established, seemingly tranquil suburban setting.

With "Halloween II," the same rules do not apply. Instead of remaking the hospital-set 1981 first sequel, Rob Zombie has taken the story and characters in a radically different direction that bids adieu to everything the viewer has previously known and come to expect from the long-running franchise. With nothing to compare it to, the viewer is free to sit back and take it for what it is. What it is, by the way, is harsh and unrepentant, the equivalent of a dark and ominous tornado cloud moving ever closer toward disaster. A slasher picture, yes, but also a character drama and a sort of nightmare-laden supernatural fantasy, "Halloween II" is a shock of a downer that more mainstream audiences may not be ready for. It isn't mean-spirited like the previous film, but it is ever crueler, dragging Laurie Strode (Scout Taylor-Compton), psychopathic brother Michael Myers (Tyler Mane), best friend Annie (Danielle Harris), and Annie's father Sheriff Brackett (Brad Dourif) into a fatal abyss they are unable to escape. This isn't some fun-and-games horror movie with a body count; director Zombie proposes to treat it with an uncompromising actuality that doesn't just slice, but cuts right to the bone.

It has been one year since Laurie Strode is thought to have killed masked serial killer Michael Myers, shooting him squarely in the head during a fight to the death. His body was never recovered, however, and as the witching holiday once again approaches, Laurie is besieged with bad dreams and an overwhelming sense that danger could be eminent. Sheriff Brackett and a now-reclusive Annie try to provide comforting shoulders—they have taken her in since the murders of her parents—but they are ill-equipped to handle the bombshell that comes with the release of psychologist Dr. Samuel Loomis' (Malcolm McDowell) new book about the Haddonfield massacre. Laurie's shocked discovery that she is really Angel Myers, biological sister to Michael, coincides with her evil brother's return to his old stomping ground. After all that has happened and is now known, her latest reunion with Michael is about to become intensely personal.

"Halloween II" has plenty of graphic death scenes to please genre gorehounds, but these come as asides to writer-director Rob Zombie's main focus: to catch up with people twelve months after all their lives were irrevocably altered. None of the survivors of "Halloween" are the same as they once were. The smiling, innocent Laurie is now a traumatized shell, parentless and attempting to move on with a life she fears may be beyond repair. The feisty Annie, coming off a near-death experience, has had to grow up quickly, taking on a motherly role with no desire to leave the house. Sheriff Brackett has struggled to remain a steadfast rock for both girls. And Dr. Loomis, having written a book that exploits a tragedy he himself went through, has sold his soul in exchange for fortune and fame. Honest and uncompromising, Zombie's vision for all his characters rings true, building them beyond their limited, one-note development in the past film and into altogether more interesting and complicated human beings.

Over and over, the musician-turned-director improves upon what he did last time. The aforementioned characters are better defined and mostly likable. The performances are superior across the board, enlivened with a raw, mournful quality that feels lived-in instead of acted. The Haddonfield locale is the same, but decidedly more lonesome, rural and foreboding (the film was shot in Georgia, as opposed to California in the predecessor). The aura of the holiday is conveyed with more potency and mood, never going overboard into idealistic territory, but portraying Halloween as the average person might experience it. Having Laurie and new gal pals Mya (Brea Grant) and Harley (Angela Trimbur) attend a "Phantom Jam" party dressed as personalities from "The Rocky Horror Picture Show" is a neat, inventive touch. The cinematography by Brandon Trost (2009's "Crank: High Voltage"), preferring a handheld style that nevertheless pulls back enough to bring scope to the frames, is artful on multiple level. Shot in the grainier 16mm format, the film, in fact, seems brighter in a lot of ways, scenes set at the neon-fused Rabbit in Red Lounge and the Phantom Jam popping with a visual vitality.

Whereas Zombie's "Halloween" misplaced suspense for to-the-point slaughter and lost much sight of humanity in a stream of endless four-letter words, "Halloween II" is more organic. The language, while coarse, never becomes overbearing, deriving instinctively out of situations. The first act alone, set immediately after the last pic's events as Laurie is followed by Michael to the hospital, is a high-wire act of rattling tension and veritably unpredictable "how-is-she-going-to-escape?" apprehension. Michael, fleeing from the scene of his crimes and having no choice but to take on the life of a vagrant for the transitory year, is at his most ruthless and threatening, looking infinitely more imposing with his rapidly deteriorating mask and increasingly hulking frame. The way Michael is often shot in darkness and shadows here adds to his monstrosity and threat, while his eyes never let you forget he is also a man. Indeed, for the first time in over a decade, he is once again a frightening cinematic villain.

Scout Taylor-Compton (2009's "Obsessed") is a revelation as Laurie Strode. For someone who failed to impress the first time around, coming off as bratty and irritating and with little to do but run and scream, Taylor-Compton embraces the chance to rise to the forefront of focus and tackle the character from a freshly multifaceted stance. She commands the screen whenever she is on it, and doesn't miss a beat in reaching every heightened emotion imaginable, from anger, to rage, to depression, to fear, to confusion, to sheer devastation. Laurie is always one step away from careening out of control, and Taylor-Compton keeps every moment a genuine one. Also taking advantage of meatier roles: Danielle Harris, back as Annie Brackett and finding dramatic pathos to match the respectful reverence with which her character's fate is treated, and Brad Dourif, noticeably more comfortable and expressive as Sheriff Brackett.

By comparison, Malcolm McDowell (2008's "Doomsday") may have slightly less screentime as Dr. Loomis, but his every scene is memorable. Taking the role down a path Donald Pleasance could only have imagined, McDowell finally makes the part his own. A scene where the distraught father (Robert Curtis Brown) of Laurie's late friend, Lynda, shows up at Loomis' book signing to give him a piece of his mind is especially strong, suggesting that the effects of that year-ago Halloween night are still reverberating in far more characters than just the handful at the center of this story. Of all the actors in the ensemble, only newcomer Chase Vanek, as the young Michael Myers, disappoints. No real fault of his own, he pales in comparison to Daeg Faerch, who mixed the angelic with the sociopathic with the best of them.

There will be viewers who walk out of "Halloween II" perplexed, ill-prepared for the sobering helping of reality served up by Rob Zombie and the intermittent flights of fancy that pose as a staunch counterpoint to the almost documentary feel. The film is not perfect—the hallucinations and dreams involving a ghostly Deborah Myers (Sheri Moon Zombie), a young Michael (Chase Vanek), and a white horse are majorly trippy, but more a flourish than a necessity, and it is never satisfactorily explained how the grown-up Michael keeps being able to track Laurie and her friends down—but it is ambitious and even noble. Almost shocking how skillfully anchored it is, "Halloween II" is confidently and assuredly its own beast, and what a beast it is. Righting the wrongs of the remake and leaving the audience with more than just a line-up of kills to think about when the end credits roll, Zombie has crafted a film as disturbing as it should be, a thought-provoking rumination on everything from the cascading impact of tragic circumstances to the frailty of life. When the well-known theme music by John Carpenter makes its thunderous appearance at the end, it is well worth the wait. Even more telling, "Halloween II" is solid enough on its own that the famous score was hardly missed at all.