FOR me, nothing this year comes close to being as utterly unforgettable as Guillermo del Toro's "Pan's Labyrinth," an extremely dark and disturbing fairy tale for audiences say, ages 12 and up.

That's the age of Ofelia (Ivana Baquero), the bookish heroine of this outstanding film set in 1944 Spain, where Franco's fascists are still rooting out rebels long after that country's civil war had ended.

Ofelia and her very pregnant mother, Carmen (Ariadna Gil), have been brought to a remote military outpost commanded by Ofelia's stepfather, the sadistic and officious Capt. Vidal (Sergi L?pez).

While his wife is confined to bed, Vidal is relentlessly pursuing and torturing guerillas who are secretly being helped by the captain's housekeeper, Mercedes (Maribel Verd? of "Y Tu Mama Tambien"), and his doctor (Alex Angulo).

At the same time as this very grim reality, del Toro unfolds a stunning fantasy.

Fairies lead Ofelia into a stone labyrinth, where she meets the legendary faun (half goat, half man) Pan, who is extremely well played by an elaborately costumed Doug Jones, who appeared in del Toro's "Hellboy."

Pan reveals to Ofelia that she's a lost princess and assigns her three tasks to complete to regain her throne - facing everything from a giant toad to a skeletal creature with eyes in his hands.

Meanwhile, Ofelia's mother has become very ill, and the captain is closing in on the traitors in his household.

Del Toro builds almost unbearable suspense until, at last, the two worlds converge for a stunning - and very frightening - climax.

Besides "Hellboy," the Mexican director has alternated mainstream flicks such as "Mimic" with art-house fare such as the horror film "The Devil's Backbone," which was also told against the background of the Spanish Civil War.

"Pan's Labyrinth," which closed this year's New York Film Festival, represents a quantum leap in del Toro's storytelling, drawing on "Alice in Wonderland," "Pinocchio" and many other inspirations to create something quite new and wonderful.

The acting is terrific, and the visuals are mesmerizing.

It's like a cross between "Schindler's List" and "The Lion, the Witch and the Wardrobe," though with vastly more style than last year's movie version of the latter.

Yes, it's in Spanish with English subtitles - but, like the really great filmmakers, del Toro tells much of the story without dialogue.

And yes, there is a scene of torture and mutilation that is not for the squeamish. But going back to the Brothers Grimm, fairy tales are supposed to be scary as well as magical.

"Pan's Labyrinth" scores off the charts on both counts. Trust me on this one, or you'll miss the year's best movie. Honest.
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