How can a filmmaker as auspicious and clearly gifted as M. Night Shyamalan come out of the gate with a trio of rightfully acclaimed successes (1999's "The Sixth Sense," 2000's "Unbreakable" and 2002's "Signs") that branded him as the next Steven Spielberg, only to follow them up with three baffling disappointments (2004's "The Village," 2006's "Lady in the Water" and 2008's "The Happening")? When Shyamalan is good, he's beyond great, so when he takes a wrong step it feels all the more tragic. The common adage is three strikes and you're out, but he has the intermittent ability to be such a powerful writer-director that I'm not ready to call it quits on him yet.

"The Happening" contains a horrifying premise, and, at least for the first forty-five minutes, Shyamalan is on his game in a way that he hasn't quite been since "Signs." On an idyllic morning in Central Park, an ominous breeze overtakes New York's citizens, first disorienting them and then causing each and every one to gruesomely take their own life. Further downtown, construction workers begin leaping off buildings. As news of these mysterious catastrophic events, initially thought to be extensive acts of terrorism, sweeps down the northeastern seaboard, so does the epidemic. Hoping to outrun whatever it is that's occurring, Philadelphia science teacher Elliot Moore (Mark Wahlberg) and math professor Julian (John Leguizamo), along with Elliot's wife Alma (Zooey Deschanel) and Julian's young daughter Jess (Ashlyn Sanchez), prepare to travel southward. When the train conductors lose contact with the outside world, the group is left stranded in the direct center of the hot zone with seemingly no escape.

M. Night Shyamalan is a master of restraint, preferring to center on human beings and their personal plights rather than the extraordinary circumstances surrounding them. He also knows precisely how much to show and when to pull back to create optimal suspense and unmistakable feelings of dread. It is this very restraint, however, that is Shyamalan's downfall in "The Happening." With a highly-touted R rating and a premise involving a cataclysmic event that chillingly recalls 9/11 on a larger scale, the film demands to be an unflinching, violent, no-holds-barred horror tale. Indeed, that is exactly what the first half is, and the way that Shyamalan portentously sets up the story and his characters, all of whom are in the dark about what is going on and why, is close to flawless. It all proves too good to be true.

There ultimately comes a point near the middle of the 91-minute running time when the narrative starts to meander and lose its way, isolating a small quadrant of the ensemble cast at a time when the viewer desperately wants to see more of what is going on around them. As the scares diminish and sense of paranoia dissipates, Shyamalan's reliance on strained coincidences, overly convenient plot developments, and ill-advised slow-motion shots take disappointing precedence. It all ends with a bunch of betraying whimpers—an illogical, barely-there climax that collapses the more one thinks about it, followed by a denouement right out of a sappy romantic comedy, followed by an epilogue so hacky and lazy that it is amazing Shyamalan didn't get rid of it after the first draft of his screenplay.

By and large, the actors aren't at fault. Mark Wahlberg (2007's "Shooter") is terrific as Elliot Moore, an intelligent, heart-on-his-sleeve protagonist that is nothing like the tough-guy roles he's typically known for. His rocky but loving relationship with wife Alma, herself guiltily harboring a secret from him, is the heart of the film, believably depicting how people can be brought together in the face of disaster. As Alma, Zooey Deschanel (2007's "Bridge to Terabithia") gives her potentially stock part a sympathetic quirkiness that makes her seem all the more real. Also memorably turning up are John Leguizamo (2005's "Land of the Dead"), whose upsetting final scene is not to be forgotten, and Betty Buckley (1999's "Simply Irresistible"), as a psychologically unhinged woman who takes Elliot and Alma in. Unable to keep up with her elders, young Ashlyn Sanchez (2005's "Crash") is radically uneven as Jess, fine at the onset before she is forced to being pulled along by the hand for the rest of the movie. A crying scene she has near the end is filled with nothing but crocodile tears.

Were the first act and a half of "The Happening" not as rattlingly effective and nightmarish as they are, one could easily chalk the film up as mediocre and move on. There is such untapped potential hovering just beneath the surface, though, that the dishonest places writer-director M. Night Shyamalan chooses to take his audience are almost maddening. Little details, such as the looming presence of a power plant in one scene, or a conversation Elliot has with his science class about the disappearance of honey bees, or the idea of having characters take shelter in what turns out to be a model home for an upcoming suburban development, signal that a level of care was brought to the project. The bigger picture, on the other hand, suggests otherwise. With a few rewrites and some added courage of his convictions, Shyamalan could have had a modern horror masterpiece on his hands. As is stands, "The Happening" is not that film, and it's a real shame. The ingenious plot isn't at all worthy of the bungled treatment it has received.