As a world-class actress, Brooklyn born Jennifer Connelly has hit a lot of marks from doing a hard-hitting indie such as "Requiem for A Dream" to creating her Oscar winning role in the powerful, character-driven drama, "A Beautiful Mind." But now she has all the focus on her and the disturbed character she plays in "Dark Water," the American remake of this modern Japanese ghost tale. Being a mother of two (she just gave birth shortly before making this film), Connelly established a strong connection to her character and the fears emerging from this haunting film. Under the moody direction of Brazilian born Walter Salles (has established quite a track record with such powerful melancholic films such as "Central Station" and "Motorcycle Diaries"), she creates as a psychological study as an iconic victim of a haunting.

This is your first horror film since Dario Argento's thriller "Phenomena?"

JC: Yes, it is, though, I'm reluctant to call it a horror film. It's more s psychological thriller-a ghost story. To me, I associate horror film with more gore-slasher films. There's no blood here. You get through lots of the film and no one's died.

What scares you?

JC: I'm sort of like your average bear, except when it comes to things like the first 10 minutes of an airplane ride. I'm downright neurotic.

What do you do when you're in a plane?

JC: I don't really do anything. I try to grin and bear it. I kiss the plane and then I wait for the explosion [laughs]. And then when it doesn't come 10 minutes later, I'm fine and I enjoy the flight.

What did you do to prepare for this role?

JC: 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.

What were some of your favorites?

JC: Some of my favorites were "Rosemary's Baby," "Don't Look Now," "The Shining" and so. That was one thing but then I approached [making this film] as I would any drama I might be working on, which is to say, I thought about, "Who is this woman?" I asked myself tons of questions. What was her upbringing like? In what way was the father abusive? What does that voice say, that mother's voice, that's now internalized and becomes a 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 tried to make choices. I went through the gamut and tried to make it as specific as possible. What color is her toothbrush? And make those choices so then you can start building it out... Then how she moves starts to take shape and what she wears start to take shape.

Do you think it's a problem doing a remake of a film from another culture?

JC: I don't think that one precludes the other. I think that we've even seen a few Hideo Nakata films that have been redone. And I think that they are interesting films. I like the original "Dark Water." I liked the original "Ring." I think this "Dark Water" is a very different type of film than the American "Ring" or the American "Grudge" for example and that's because of Walter's interpretation of it. But what you find maybe in the Japanese horror films that we are less accustomed to seeing, at least more recently in western horror films, is that threat is less often an aberration from outside of the self as it is coming to attack us at home. And more often it's something that's more subtle that it comes from within.

Would you do another Japanese horror remake?

JC: I would go back to it. Maybe not as the next film up, but down the road, if it was with another fantastic director, absolutely.

Had you seen the other Japanese horror films before doing this?

JC: Yes I had. I had seen the original "Dark Water." The original "Ring One" and second one. I think that's it.

What did you like about this story?

JC: I think that it's really poignant. And that's what is special about it. It's really moving and sophisticated story about this woman who has had as the only place she's found safety, this small family, and she feels betrayed and let down again [when it breaks up]. Everything is sort of blown apart. She wants to cling to her daughter but she recognizes she's going to have to let go of her. In contemplating that and considering that separation she has to recognize how much she needs her daughter and she has to recognize what position that puts her daughter in. She has to separate her love which is undeniably even from the beginning from her fear so ultimately she comes to embody pure, maternal love. It's quite an astounding journey.

Did you find this challenging since, in essence, you are the focus of the film?

JC: I wasn't looking for that. It's funny. I don't look for that. I really didn't even think about it until I looked at the shooting schedule and I went, 'God. I only have two days off. Oh God!' But while I was doing it, it just so happened that it worked out great for me because I've already mentioned how much I loved Walter and that meant that I had him cornered because a lot of days I'd come in and I was the only actor there and he had no choice. I completely monopolized his time. So I was really happy with that situation. And I was really happy not to sit down for four months. I felt like I didn't sit down and I felt like I really learned a lot from that relationship.

Do you and Paul [Bettany, her husband] talk about acting; does he give advice and vice versa?

JC: I think that he's a really good actor, which is great because it wouldn't be really sexy to be married to someone that you thought wasn't talented. He's a great actor. It's great because, yes, we do talk about work. We read scripts to each other. "What do you think?" Do you think is a good one? Do you think that this isn't a good one? What do you think about this scene?' And that's really wonderful to be able to do that.

You've gotten some Goth fans for your work in films like "Dark City."

JC: I don't know who those goth fans are. I think that my husband is one of those. He used to have a black Mohawk. A true story.

Didn't you have your baby just before you started filming this?

JC: Yes, I did.

What was it like dealing with this scary stuff and being a mom?

JC: I was still nursing him [Stellan]. He was on set every day, but I've gotten quite used to that because I've been doing it since Kai, my older one, was little. He was on the set of "Requiem for a Dream," which wasn't really a family film either.

Will people with kids have a better understanding of this film?

JC: It will have a real resonance with parents because it is something that a lot of parents go through. People have asked me, "Do you think this character is really crazy?' I really don't. I think this character is really broken. This character is amazingly resilient and strong given where she has come from and she is someone who has never been mothered and is set up to mother so that she can look after herself. Parents the world over struggle with the ghosts from their own childhood and how, despite their best intentions, it sometimes affects how they are with their children. It's a film that can be appreciated by parents and non-parents alike. I think parents will find that quite chilling.

Did having children change you?

JC: That's a very big question. I'm one of those people that was really, profoundly changed by having kids especially my first son.

How?

JC: In every way. I was one of those kids that wanted to be a mom since I was this big. I remember going to the playground and I'd ask the moms if I could look after their kids when I was a kid. So I was looking for something. So it's been amazing for me. I think that I became more passionate for just about everything.

Has the relationship with your first child changed over the years, especially since the second child?

JC: Yeah. Everything is continually changing. But I think that my relationship with my first one was more complicated because I was alone and I was a single mom for a long time with him, but more than that I think that I had a little bit of that, sort of, he was also my safety for a period of time and my anchor. I really quickly had to learn to let him go and kind of look at my own fear of letting him go. So it was a more complicated relationship in that way. Ultimately I'm really grateful for that experience because ultimately I think that we'll have a healthier relationship.

And you're ready to let go with the second one?

JC: With the second one, I've already found a place to be in the world where I felt safe and had found my home already. I was still looking for that when I had my first if that makes any sense. So my love wasn't mixed up with my searching for something else. I think that people that look for safety, like a niche in the world, and that's just to say that I was still looking for what that would be. I studied religion and I studied philosophy and I had different relationships. I was a climber and I was a biker. I was a student. And then I became a mom and I quieted down.

Doing a film like this, do you carry some of this heavy baggage with you?

JC: It's nice to let it be someone else's baggage. You know what really gets under my skin is if I'm working on a project that I'm not happy with. That's torture for me and, unfortunately, I must admit, I make it torture for everyone around me because it makes me miserable, but I was really happy to work on this film. It was one of my favorite films to work on because it was just a great working relationship with Walter, the director. I don't feel like I'm faking it when I'm doing a scene and when we're done and if we've got it, then I'm done and I'm not her any more.

Do you suffer from migraines?

JC: Me? No, I don't.

How did you get it so right then?

JC: I just talked to people about their experiences and learned about the sensitivity to light and sound. I took a little poll of people that I came across. I talked to a doctor.

What was it like working with Walter since English isn't his first language?

JC: It's beyond his nationality. He is one of the most worldly people I've ever met. I don't even want to guess how many languages he speaks fluently. He's singular. I think that he's extraordinary. I think that he's a huge talent. I thought so before I worked with him and after working with him I can't tell you what a blessing it was. It felt like such a privilege to work with him everyday. I think that he's so elegant in his choices as a filmmaker. I think that he's incredibly knowledgeable, but not at all jaded. He's still passionate. He's full of curiosity. That's a really rare combination.

Do you hate the sight of water now?

JC: You know, I'm a huge fan of personal hygiene. I think that it's really important. So, no. I couldn't turn off the water.

And the black mold?

JC: I'm even less fond of the black mold.

Being in that much water, you must have been always freezing cold.

JC: There was a period towards the end, in that bathroom sequence at the end of the film, that took a little while and it was cold. It's hard to keep a soundstage really warm and even if they tried to keep the water warm in between takes it gets cold very quickly with those soggy pajamas on. So they were very nice. They actually had a hot tub on set. They tortured me, but they were very sweet.

How did they make the water look like that?

JC: I heard rumor that it was some ingredient found in Coke Cola. I don't know if that's true, but that's what I heard.

Why would this character rent an apartment that had that mold on the ceiling?

JC: Yeah but she didn't see that when she came in. When she first moved in there was, I can't remember, but she was distracted; 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. And 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.' Walter handled that really well actually. He set the stakes. 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, and I don't think she did see it, but even if she had, why would she think that there was some massive problem going on in this problem. 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. To me, that's reason enough to say, 'My daughter's happy? I'll take it.'

What's next?

JC: The next project is called 'Little Children.' It's being directed by Todd Fields who did "In The Bedroom' and it's based on a book by Tom Peroda who also wrote 'Election.

Open Waters Opens July 8th