It seems, at times, that theworld can be broken into three groups: those who saw the most successfulindependent film of all time, "The Blair Witch Project," and thought itlived up to its Internet hype as the most frightening film ever made, those whosat through the movie and thought it was about as scary as the Dumbo ride atDisneyland, and the millions who missed the marketing phenomenon and could careless.

Those in the third category are the lucky ones. The inevitablesequel, "Book Of Shadows: Blair Witch 2" is upon us. Woe to usall.

"Blair Witch 2" is so different from the original it is indanger of losing its core fan base of Internet-crazed moviegoers.Co-writer/director Joe Berlinger took the original story concept and turned it onits head. This is not a sequel in any traditional sense. A much bigger budget,talented (but mostly unknown) actors and a more conventional plot make this filmmore accessible to mainstream audiences, which puts it smack dab in the middle ofthe horror-flick genre - a genre that the original "Witch" blew tosmithereens.

Wisely, Berlinger doesn't ask his audience to suspenddisbelief with another documentary-style film whose main conceit is that the plotmay be a real story. He's tricky, though; the film begins documentary style, withlocal people interviewed about the intrusion of movie fans overrunning the area.But soon Berlinger switches to standard 35-millimeter film and begins tostructure a story in which five people who saw the original movie gather toexplore the area where it was made. What you have is a motley group of victims,all in search of a crime. It doesn't take long to find it.

Jeff (JeffreyDonovan) has recently been released from a mental institution and returns to hisnative Burkittsville, Maryland, home of the infamous Blair Witch legend. Herealizes big bucks can be made off gullible tourists buying "BlairWitch" souvenirs. Quicker than you can say "con man with amission," he rounds up four people willing to pay for a two-day guided tourof the remains of the house where the "The Blair Witch Project" came toits bitter, bloodless and (supposedly) frightening end.

This new posse isdiverse. Erica (Erica Leerhsen) is a practicing Wiccan. (Yes, there is a trendhere. The actors all use their real first names - less to memorize, apparently.)Then there's Kim (Kim Director - that's her name, honest), an Elvira wannabe withdripping black clothes and smeared mascara. Is anyone screaming"Cliche!" yet? This merry band is rounded out by a couple of graduatestudents (Tristen Skyler and Stephen Barker Turner) who are writing a book aboutthe witch.

Off they go into the woods, dragging along recorders and videocameras. Cut to the next day. Their camp has been destroyed, equipment smashed,and no one remembers a thing. After finding their tapes - some facets of theoriginal movie remain, including the all-important retrieval of tapes - theyretreat to Jeff's home, a funky, converted factory in the middle ofnowhere.

This is where the main action takes place. Betweenflash-forwards, flash-backs, hallucinations and plenty of spooky sound effects,the story stumbles along.

Ultimately, there is no one to hiss at or rootfor in this movie. The filmmakers know their core audience will turn out thefirst weekend, but will those moviegoers recommend this "Witch" tofriends, or see it again? The sequel's creators also know many people were turnedoff by the first film because they felt it did not live up to the hype. Thistime, the moviemakers tried to please everyone, but have come up with somethingthat may satisfy no one.

Will marketing lightning strike twice? It'sdoubtful, but a third installment is already in the works.