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Along with the original versions of The Texas Chainsaw Massacre and Night Of The Living Dead, Rosemary’s Baby was one of the most frightening film-watching experiences of my life. And what really makes Rosemary’s Baby an even more special film is that if you took the "horror" elements out of it and you just had a film about a young couple in New York City in the late '60s it would still be completely entertaining. It’s a great lesson in storytelling: interesting characters first will make the "horror" more powerful.

The perfectly taut screenplay credited to director Roman Polanski follows Ira Levin’s novel almost scene for scene, line for line. There is not a loose shred in the script, which may sound simple enough on paper - newlyweds Guy (John Cassavetes) and Rosemary (Mia Farrow) move into an old Manhattan building where they become friends with the elderly couple next door (Ruth Gordon and Sidney Blackmer). Slowly the pregnant Rosemary begins to suspect that they and their creaky posse are part of a witch’s covenant of devil worshippers who are hungry for her unborn baby.

On second or third viewings it’s clear that every moment, every line has a reason. When you know the answers it’s exciting to see how carefully yet boldly all the clues have been laid out for you. Even the "dream sequences" are important. Some of the laziest, most pretentious moments in film and television history are usually these moments (David Lynch, The Sopranos anyone?), however in Rosemary’s Baby the "dream sequences" serve a purpose. Instead of letting a dull screenwriter give cheap dime-store-novel insight into a character, they’re more clever than that. The first one sets up the second one. The second may or may not be a dream. Again, never being hit over the head, every moment still serves a clear purpose.

Director Polanski has lived a well-known scandalous and tragic life. Born in Poland, he escaped the Nazi death camps as a child, where most of his family was killed. He had a charmed early Euro career with the influential thrillers, Knife In The Water and Repulsion. If Rosemary’s Baby was his first bona fide masterpiece, he would follow it up with another, Chinatown, a few years later. His wife, Sharon Tate, and unborn baby were murdered along with others by the Charles Manson crew. He would live a swinger’s life with buddies Robert Evans and Jack Nicholson, and in the late '70s he would flee rape charges in the United States, to never return (so far). Exiled to Europe, he would make mostly dull movies for the rest of his career (so far). Even his Oscar-winning The Pianist, though admirable, isn’t something any normal person would want to slug through for a second viewing. It’s all excellently documented in the film Roman Polanski: Wanted And Desired. And for further study and insights there’s the great documentary about Evans that’s a must, The Kid Stays In The Picture.

For Rosemary’s Baby, Polanski would use a number of ingenious camera techniques to create horror from a script that didn’t have much horror or violence in it. For instance, suspense is ratcheted up a number of times with the mystery of phone calls - sometimes you hear the voice on the other end and sometimes you do not. The entire film is basically through Rosemary’s eyes. In one instance when Minnie is in the bedroom talking on the phone to Dr. Sapirstein, she walks out of view behind a wall. Apparently in the theaters the entire audience would naturally lurch their heads to see around the wall. In one of the greatest on-screen phone conversations of all-time, Rosemary talks to an actor who recently became blind, Donald Baumgart (voiced by the uncredited Tony Curtis), ensuring that her actor husband will now get his "big break," we learn perhaps her husband is in on the cult as well.

So many of the small mysteries in Rosemary’s Baby are never explained, and that helps make it a more challenging and rewarding experience for the viewers. When Rosemary seeks shelter from the cult with the younger obstetrician (Charles Grodin who, through the prism of today’s eyes, is rather jolting casting), we never actually learn why he rats her out when he appears to side with her. Is he in on the conspiracy? Or does is just think Rosemary is going crazy? On a first viewing, you want Rosemary to find peace, but maybe she is just paranoid.

In a brilliantly cast film, Mia Farrow gives the performance of her career. Rosemary’s innocence and weakness may feel a little dated and her dependence on her husband is almost soul crushing. Farrow, though, wonderfully takes the character from a doe-eyed lamb to a woman able to take a stand. Farrow at the time was known as a TV star (Peyton Place), but more so as a tabloid "it girl" for her bizarre marriage to then grandpa aged Frank Sinatra. A few years later she would do another interesting horror flick, See No Evil (a kinda Wait Until Dark with an Italian '70s slasher style), but otherwise the most notable work she would do in the '80s was with her then boyfriend Woody Allen. Though she was fine in the ensembles of two of his best films, Hannah And Her Sisters and Husbands And Wives, it was as Jersey moll in his also charming Broadway Danny Rose that she perhaps most showed her range.

Though Farrow carries the film (she is in every moment on the screen), the rest of the cast is equally substantial. John Cassavetes, a year earlier, got an Oscar nomination for his cynical performance in the rowdy action flick, The Dirty Dozen. Though now he is best remembered for his direction of influential, arty, backyard indie films with his actor buds, in Rosemary’s Baby he perfectly captures the subtle complexities of the ambitious actor willing to dangle his wife’s womb to help his career. Ruth Gordon was known as a writer (Adam’s Rib) who palled around with Orson Welles and other Hollywood intellectuals. At the age of 72, she would win an Oscar for Rosemary’s Baby as Minnie, the nosey neighbor. Inexplicably she would become a much in demand actress, having another major classic of the period with the romantic-dramedy, Harold And Maude.

After numerous viewings, I still find Rosemary’s Baby utterly frightening. Unlike most horror films that followed, even when they were ripping off Rosemary’s Baby, they usually miss what Rosemary’s Baby got right: characters, three dimensional, intelligent characters you could care about. These are not mindless victims, these feel like real people. Besides the hundreds of "devil" films that would follow (actual devils like in The Exorcist and The Omen or just creeps who dug Satan like in Race With The Devil) perhaps the biggest influence that Rosemary’s Baby had was on the usually well-made Asian ghost and horror wave that exploded in the last decade and a half. But even the best of that crop, A Tale Of Two Sisters or Ringu, while having fairly complicated characters, still depend on mood lighting and special effects. Rosemary’s Baby feels completely naturalistic; maybe that makes it scarier to me. In so many horror films since, I’m distracted knowing that some poor PA or set decorator was forced to light a hundred candles to create some kind of artificial mood or the editor does some extreme jump-cutting with a scream in the splice trying to find a scare that is not warranted. Every small scare in Rosemary’s Baby is earned.

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Rosemary's Baby won an Oscar for Best Supporting Actress (Ruth Gordon). It was also nominated for Best Adapted Screenplay.