Phantoms is a 1998 American science fiction horror film directed by Joe Chappelle and starring Peter O'Toole, Rose McGowan, Joanna Going, Liev Schreiber, Ben Affleck, Nicky Katt, and Clifton Powell. The screenplay was adapted by Dean Koontz from his own 1983 novel of the same name. The film takes place in the peaceful town of Snowfield, Colorado, where something evil has wiped out the community. It is up to a group of people to stop it or at least get out of Snowfield alive. While Koontz's novel included many literary references to the work of H. P. Lovecraft, these are largely absent from the film.