"The Devil's Backbone" successfully blends a suspenseful ghost story with the emotional drama of a young boy struggling to adjust to life in an orphanage during the turbulence of the Spanish Civil War. Many of the boys living in the orphanage are the sons of Leftists who have died fighting the Fascists. Twelve year-old Carlos (Fernando Tielve) is dropped off at the orphanage of Santa Lucia by a friend of his missing father. The boys are cared for by the principal, Carmen (Marisa Paredes, "All About My Mother"), and Professor Casares (Federico Luppi, "Cronos"). Casares is in love with the widowed Carmen and both are hiding ingots of gold to aid the Republican cause. The embittered handyman, Jacinto (Eduardo Noriega, "Open Your Eyes"), is a continual threat to the boys.

   Director and co-writer Guillermo del Toro ("Cronos") skillfully builds tension from dangers both inside and outside the isolated orphanage. The striking image of a nearby unexploded (and defused) bomb is a continual reminder of the orphanage's vulnerability to the ravages of the Civil War.

   As Carlos is tormented by other boys led by Jaime (Inigo Garces), he begins to see a mysterious figure who seems to be submerged in water. This could be the ghost of Santi, a boy who disappeared the night the bomb was dropped. As Carlos learns more about Santi, he begins receiving ominous messages from the phantom.

   Del Toro takes this unique film into unexpected directions as the brutality of the Spanish Civil War spreads to the orphanage. Throughout, del Toro has composed vivid and riveting images that he has combined with a engrossing story, and the impressive performances of the entire cast keep "Devil's Backbone" unabatingly compelling.    Starring Eduardo Noriega, Marisa Paredes, Federico Luppi and Fernando Tielve. Directed by Guillermo del Toro. Written by Guillermo del Toro, Antonio Trashorras and David Munoz. Produced by Agustin Almodovar and Berta Navarro. A Sony Pictures Classics release. Thriller. Spanish-language; subtitled. Rated R for violence, language, and some sexuality. Running time: 107 min.